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(A) The Company, the Company and its subsidiaries Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have (i) good and defensible marketable fee simple title or leasehold title to all of the interests in oil properties and gas properties underlying other assets owned or leased by the Company’s estimates of its net proved reserves contained in , the General Disclosure Package and Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them“Properties”), in each case case, free and clear of all liensLiens, encumbrances and defects except as disclosed in the Registration Statement or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xB) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the General Disclosure Package with respect to Registration Statement and the Prospectus, are in full force and effect, and none of 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 or any Subsidiary has 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 and its subsidiaries to exploreCompany, develop the Operating Partnership 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 any Subsidiary under any of such leases or other property interests was generally consistent with standard industry practices subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the areas Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the Company aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and its subsidiaries operate for acquiring the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or procuring airspace leases and interests therein deed restrictions or other covenants, except where the failure to explorecomply would not have, develop or produce hydrocarbons. With respect reasonably be expected to interests have, individually or in oil the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and gas properties obtained by or on behalf (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company and its subsidiaries that have not yet been drilled or included in a unit for drillingCompany, the Company Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and its subsidiaries have carried out none of the Company, the Operating Partnership or the Subsidiaries knows of any such title investigations in accordance with the reasonable practice condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the oil and gas industry in the areas in which the Company and its subsidiaries operateaggregate, 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 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 The Operating Partnership, the other Simon Entities and the Property Partnerships have good and marketable title to the Properties free and clear of Liens, except (a) as disclosed otherwise stated 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 (ii) good and marketable the Prospectus, or referred to in any 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 policy for 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 operationsProperty, or (zb) those which do not not, singly or in the aggregate, materially (i) affect the value of the properties of the Company and its subsidiaries and do not such property or (ii) 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 Operating Partnership, any other Simon Entity or its subsidiaries; any Property Partnership. All leases and subleases under which the working interests derived from oilOperating Partnership, gas any other Simon Entity or any Property Partnerships hold properties are in full force and mineral leases or mineral interests that constitute effect, except for such which would not have a portion Material Adverse Effect. None of the real property held Operating Partnership, the other Simon Entities or leased the Property Partnerships has received any notice of any Material 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 Operating Partnership, any other Simon Entity or the Property Partnerships under any material leases or subleases, or affecting or questioning the rights of the Operating Partnership, such other Simon Entity or the Property Partnerships of the continued possession of the leased or subleased premises under any such lease or sublease, other than claims that would not have a Material Adverse Effect. All liens, charges, encumbrances, claims or restrictions on or affecting any of the Properties and its subsidiaries the assets of any Simon Entity or any Property Partnership which are required to explore, develop or produce hydrocarbons from such real property be disclosed in the manner contemplated by Registration Statement, the General Disclosure PackagePackage and the Prospectus are disclosed therein. None of the Simon Entities, the Property Partnerships or any tenant of any of the Properties is in default under any of the ground leases (as lessee) or space leases (as lessor or lessee, as the case may be) relating to, or any of the mortgages or other security documents or other agreements encumbering or otherwise recorded against, the Properties, and the care taken by Operating Partnership knows of no event which, but for the Company passage of time or the giving of notice, or both, would constitute a default under any of such documents or agreements, in each case, other than such defaults that would not have a Material Adverse Effect. No tenant under any of the leases, pursuant to which the Operating Partnership or any Property Partnership, as lessor, leases its Property, has an option or right of first refusal to purchase the premises demised under such lease, the exercise of which would have a Material Adverse Effect. Each of the Properties 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 access to the Properties), except for such failures to comply that would not in the aggregate have a Material Adverse Effect. The Operating Partnership has no knowledge of any pending or otherwise procuring such leases threatened condemnation proceeding, zoning change, or other property interests was generally consistent with standard industry practices proceeding or action that will in any manner affect the areas in which the Company and its subsidiaries operate for acquiring size of, use of, improvements on, construction on 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 drillingaccess to, the Company and its subsidiaries Properties, except such proceedings or actions that would not 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 otherwise disclosed in the General Disclosure PackagePackage and the Final Prospectus, and except as would not have a Material Adverse Effect on the Company and its subsidiaries have taken as a whole: (i) good and defensible title to all each of the interests in oil Company 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 all other real properties and personal property reflected assets described in the General Disclosure Package and the Final Prospectus as assets owned by themsuch party; (ii) all of the leases under which the Company or any of its subsidiaries holds or uses real property or assets as a lessee are in full force and effect, and neither the Company nor any of its subsidiaries is in each case free material default in respect of any of the terms or provisions of any of such leases and clear no claim has been asserted by anyone adverse to any such party’s rights as lessee under any of such leases, or affecting or questioning any such party’s right to the continued possession or use of the leased property or assets under any such leases; (iii) all liens, encumbrances charges, encumbrances, claims, or restrictions on or affecting the properties and defects except such as (x) assets of the Company or any of its subsidiaries that are described required to be disclosed in the General Disclosure Package with respect and the Final Prospectus are disclosed therein; (iv) neither the Company, any of its subsidiaries nor, to the knowledge of the Company, any lessee of any portion of any such party’s revolving credit facilityproperties is in default under any of the leases pursuant to which the Company or any of its subsidiaries leases its properties to third parties and neither the Company nor any of its subsidiaries knows of any event which, (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 but for the performance passage of other unmatured obligations and are time or the giving of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsnotice, or both, would constitute a default under any of such leases; (zv) do not materially affect no tenant under any lease pursuant to which the value Company or any of its subsidiaries leases its properties has an option or right of first refusal to purchase the premises leased thereunder; (vi) to the best of its knowledge, each of the properties of the Company and or any of its subsidiaries complies with all applicable codes and do not interfere zoning laws and regulations; and (vii) neither the Company nor any of its subsidiaries has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any material respect with manner affect the size or use made of, improvements or proposed construction on or access to be made the properties of such properties 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 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 (i) At the Closing Date, the Operating Partnership or a Subsidiary thereof will have good and marketable title (fee or, in the case of ground leases and as disclosed in the General Disclosure PackageProspectus, the Company and its subsidiaries have (ileasehold) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themeach Property, in each case free and clear of all mortgages, pledges, liens, claims, security interests, restrictions or encumbrances and defects of any kind, except such as (xA) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityProspectus or (B) do not, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary singly or in the oil and gas industry or arise in connection with drilling and production operationsaggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such Property and do not materially interfere with the use made and proposed to be made of such Property by the Transaction Entities or any of their Subsidiaries; (ii) neither the Transaction Entities nor any of their Subsidiaries owns any real property other than the Properties; (iii) each of the ground leases and subleases of real property, if any, material to the business of the Transaction Entities and their Subsidiaries, considered as one enterprise, and under which the Transaction Entities or any of their Subsidiaries holds Properties described in any the Prospectus, is in full force and effect, with such exceptions as are not material respect and do not materially interfere with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property by any of the Transaction Entities or any of their Subsidiaries, and buildings held under lease by none of the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in Transaction Entities nor any of their Subsidiaries has any notice of any material respect with the use made and proposed to be made claim of such property and buildings any sort that has been asserted by the Company any ground lessor or its subsidiaries; and the working interests derived from oil, gas and mineral leases sublessor under a ground lease or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects sublease threatening the rights of the Company Transaction Entities or any of their Subsidiaries to the continued possession of the leased or subleased premises under any such ground lease or sublease; (iv) no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such lease; (v) each of the Properties complies with all applicable codes, laws and its subsidiaries regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to exploreaccess to the Properties), develop or produce hydrocarbons from such real property except if and to the extent disclosed in the manner contemplated by Prospectus, and except for such failures to comply that would not reasonably be expected to result, singly or in the aggregate, in a Material Adverse Effect; (vi) except if and to the extent disclosed in the General Disclosure PackagePackage or the Prospectus, and the care taken by the Company and its subsidiaries with respect to acquiring no Transaction Entity has knowledge of any pending or otherwise procuring such leases threatened condemnation proceedings, zoning change or other property interests was generally consistent with standard industry practices in proceeding or action that will materially affect the areas in which the Company and its subsidiaries operate for acquiring use or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf value of any of the Company Properties; and its subsidiaries (vii) the mortgages and deeds of trust that have encumber the Properties are not yet been drilled convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance cross-collateralized with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateany property other than other Properties.

Title to Property. Except (A) At the Closing Time, 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 the Properties, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances 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 (ii) good and marketable title to all other real and personal property reflected the Prospectus or would not, singly 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 any of the Company and its subsidiaries Properties and do not materially interfere with the use made and proposed to be made of any of the Properties by the Transaction Entities, any of their respective subsidiaries or any Related Entity; (B) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Transaction Entities, any of their respective subsidiaries or any Related Entity owns any real property other than the Properties; (C) each of the ground leases, subleases and sub-subleases relating to a Property, if any, material respect to the business of the Transaction Entities and their respective subsidiaries, considered as one enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or proposed to be made of such properties Properties (taken as a whole) by either of the Company Transaction Entities, any of their respective subsidiaries or its subsidiaries; any other real property Related Entity, and buildings held (1) no default or event of default has occurred under lease by any such ground lease, sublease or sub-sublease with respect to any of the Company Properties and its none of the Transaction Entities, any of their respective subsidiaries are held by them or any Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under validsuch ground lease, subsisting sublease or sub-sublease and enforceable leases(2) none of the Transaction Entities, with such exceptions as are not material and do not interfere in any of their respective subsidiaries or any Related Entity has received any notice of any material respect with the use made and proposed claim of any sort that has been asserted by 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 Transaction Entities, any of their respective subsidiaries or any Related Entity under any of the material ground leases, subleases or sub-subleases mentioned above, or affecting or questioning the rights of the Transaction Entities, any of their respective subsidiaries or any Related Entity to the continued possession of the leased, subleased or sub-subleased premises under any such ground lease, sublease or sub-sublease; (D) all liens, charges, encumbrances, claims or restrictions on any of the Properties and its the assets of either of the Transaction Entities, any of their respective subsidiaries or any Related Entity that are required to explore, develop or produce hydrocarbons from such real property be disclosed in the manner contemplated by 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 Prospectus, no tenant under any of the Company leases at the Properties or any other party has a right of first refusal, right of first offer or an option to purchase any of the Properties; (F) to the knowledge of the Transaction Entities, none of the Properties fails to comply 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 such leases or other property interests was generally consistent with standard industry practices access to the Properties), except if and to the extent disclosed in the areas Registration Statement, the General Disclosure Package or the Prospectus and except for such failures to comply that would not, singly or in which the Company aggregate, reasonably be expected to have a Material Adverse Effect; (G) the mortgages 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 deeds of trust that encumber any of the Company Properties are not convertible into equity securities of the entity owning such Property and its said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than certain other Properties; (H) none of the Transaction Entities, any of their respective subsidiaries or any Related Entity is in default under any of the leases governing the Properties and there is no event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default by either of the Transaction Entities, any of their respective subsidiaries or any Related Entity under any of such leases, except such defaults that have not yet been drilled would not, singly or included in the aggregate, result in a unit for drillingMaterial Adverse Effect; and (I) to the knowledge of the Transaction Entities, no lessee of any of the Company Properties is in default under any of the leases governing the Properties and its subsidiaries have carried out there is no event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default by any lessee of any of the Properties under any of 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 operateleases.

Title to Property. Except The Simon Entities and, to the knowledge of the Operating Partnership, the Property Partnerships, as disclosed the case may be, have good and marketable title to the real properties owned by the Simon Entities or the Property Partnerships (the “Properties”) free and clear of Liens, except (a) as otherwise stated 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 referred to in any title policy for a particular Property, or (iib) good as would not reasonably be expected to have a Material Adverse Effect. All leases and marketable title subleases under which any Simon Entity or any Property Partnership holds real properties are in full force and effect, except for such which would not reasonably be expected to all result in a Material Adverse Effect. None of the Simon Entities or the Property Partnerships have received any notice of any Material claim of any sort that has been asserted by anyone adverse to the rights of the Simon Entities or the Property Partnerships under any material leases or subleases, or affecting or questioning the rights of such Simon Entities or the Property Partnerships of the continued possession of the leased or subleased premises under any such lease or sublease, other real than claims that would not reasonably be expected to result in a Material Adverse Effect. All Liens on or affecting any of the Properties and personal property reflected the assets of any Simon Entity or any Property Partnership which are required by the 1933 Act and the 1933 Act Regulations to be disclosed in the Registration Statement, the General Disclosure Package and the Prospectus are disclosed therein. None of the Simon Entities, the Property Partnerships or any tenant of any of the Properties is in default under any of the ground leases (as assets owned by themlessee) or space leases (as lessor or lessee, in each as the case free may be) relating to, or any of the mortgages or other security documents or other agreements encumbering or otherwise recorded against, the Properties, and clear the Operating Partnership knows of all liensno event which, encumbrances and defects except but for the passage of time or the giving of notice, or both, would constitute a default under any of 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 documents or agreements, in each case case, other than such defaults that secure payment would not reasonably be expected to result in a Material Adverse Effect. No tenant under any of amounts the leases, pursuant to which the Operating Partnership or any Property Partnership, as lessor, leases its Property, has an option or right of first refusal to purchase the premises demised under such lease, the exercise of which would reasonably be expected to result in a Material Adverse Effect. 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 for such failures to comply that would 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 aggregate reasonably be expected to result in a Material Adverse Effect. The Operating Partnership has no knowledge of any pending or arise in connection with drilling and production operationsthreatened condemnation proceeding, zoning change, or (z) do not materially other proceeding or action that will in any manner affect the value of size of, use of, improvements on, construction on or access to, the properties of the Company and its subsidiaries and do Properties, except such proceedings or actions that would 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 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 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. (i) Except as disclosed described in the General Disclosure PackageRegistration Statement and the Prospectus, the Company and or 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 or leasehold interest, as the case may be, to all other real the portfolio properties, including, without limitation, shopping centers (including, without limitation, centers owned through unconsolidated joint ventures and personal property reflected others that are otherwise consolidated by the Company) and undeveloped land (the “Portfolio Properties”) described in the General Disclosure Package Registration Statement and the Prospectus as assets being owned by themthe Company or its subsidiaries (except with respect to properties described in the Registration Statement and the Prospectus as being held by the Company through joint ventures), in each case free and clear of all liens, encumbrances encumbrances, claims, security interests and defects (collectively, “Defects”), except where such as Defects would not have a Material Adverse Effect; (xii) are the joint venture interest in each property described in the General Disclosure Package with respect to Registration Statement and the Company’s revolving credit facilityProspectus as being held by the Company through a joint venture is owned free and clear of all Defects except for such Defects that would not have a Material Adverse Effect; (iii) all liens, (y) are liens and encumbrances under operating agreementscharges, unitization and pooling agreementsencumbrances, 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 claims or arise in connection with drilling and production operations, restrictions on or (z) do not materially affect the value of affecting the properties and assets 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 validdisclosed in the Registration Statement and the Prospectus, subsisting and enforceable leases, with except for any such exceptions as are interests that would not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiarieshave a Material Adverse Effect; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion (iv) none of the real property held or leased by Company, its wholly-owned subsidiaries or, to the Company and its subsidiaries, reflect in all material respects the rights knowledge of the Company and its subsidiaries to exploreCompany, develop or produce hydrocarbons from any lessee of any of the Portfolio Properties is in default under any of the leases governing the Portfolio Properties, except such real property in the manner contemplated by the General Disclosure Packagedefaults that would not have a Material Adverse Effect, and the care taken by Company does not know of any event which, but for the Company and its subsidiaries with respect to acquiring passage of time or otherwise procuring the giving of notice, or both, would constitute a default under any 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 exploreleases, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries except such defaults that would not have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure Package, the Company 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. (i) Except as disclosed described in the General Disclosure PackageRegistration Statement and the Prospectus, the Company and or 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 or leasehold interest, as the case may be, to all other real the portfolio properties, including, without limitation, shopping centers (including, without limitation, centers owned through unconsolidated joint ventures and personal property reflected others that are otherwise consolidated by the Company) and undeveloped land (the “Portfolio Properties”) described in the General Disclosure Package Registration Statement and the Prospectus as assets being owned by themthe Company or its subsidiaries (except with respect to undeveloped land described in the Registration Statement and the Prospectus as being held by the Company through joint ventures), in each case free and clear of all liens, encumbrances encumbrances, claims, security interests and defects (excluding mortgages for borrowed money) (collectively, “Defects”), except where such as Defects would not have a Material Adverse Effect; (xii) are the joint venture interest in each property described in the General Disclosure Package with respect to Registration Statement and the Company’s revolving credit facilityProspectus as being held by the Company through a joint venture is owned free and clear of all Defects except for such Defects that would not have a Material Adverse Effect; (iii) all liens, (y) are liens and encumbrances under operating agreementscharges, unitization and pooling agreementsencumbrances, 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 claims or arise in connection with drilling and production operations, restrictions on or (z) do not materially affect the value of affecting the properties and assets 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; subsidiaries (excluding mortgages for borrowed money) are disclosed in the Registration Statement and the Prospectus, except for any other real property and buildings held under lease by the Company and its subsidiaries are held by them under validsuch liens, subsisting and enforceable leasescharges, with such exceptions as are encumbrances, claims or restrictions that would not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiarieshave a Material Adverse Effect; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion (iv) none of the real property held or leased by Company, its wholly-owned subsidiaries or, to the Company and its subsidiaries, reflect in all material respects the rights knowledge of the Company and its subsidiaries to exploreCompany, develop or produce hydrocarbons from any lessee of any of the Portfolio Properties is in default under any of the leases governing the Portfolio Properties, except such real property in the manner contemplated by the General Disclosure Packagedefaults that would not have a Material Adverse Effect, and the care taken by Company does not know of any event which, but for the Company and its subsidiaries with respect to acquiring passage of time or otherwise procuring the giving of notice, or both, would constitute a default under any 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 exploreleases, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries except such defaults that would not have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed (A) The Transaction Entities and their subsidiaries will have good and marketable fee simple title to, or leasehold interest under a ground lease in, the Properties, 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 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 materially interfere with the use made and proposed to be made of such Property by the Transaction Entities and any of their respective subsidiaries; (B) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Transaction Entities or any material respect of their respective subsidiaries owns or leases any real property other than the Properties; (C) each of the ground leases under which a Transaction Entity or one of its subsidiaries is a tenant relating to a Property are in full force and effect, with such exceptions as do not materially interfere with the use made or proposed to be made of such properties Property by either of the Company Transaction Entities or its any of their respective subsidiaries, and (1) no default or event of default has occurred under any such ground lease with respect to such Property and none of the Transaction Entities or any of their respective subsidiaries has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under such ground lease and (2) none of the Transaction Entities or any of their respective subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Transaction Entities or any of their respective subsidiaries under any of the ground leases mentioned above, or affecting or questioning the rights of the Transaction Entities and any of their respective subsidiaries to the continued possession of the leased premises under any such ground lease; (D) all security interests, mortgages, pledges, liens, encumbrances, claims or equities on any other real property of the Properties 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 and buildings held the Prospectus, no tenant under lease by any of the Company and leases of the Properties to which a Transaction Entity or any of its subsidiaries are held by them under validis a party (as a landlord) (the “Leases”) has a right of first refusal or an option to purchase any Property; (F) the Transaction Entities have no actual knowledge that any Property fails to comply with all applicable codes, subsisting laws and enforceable leasesregulations (including, with without limitation, building and zoning codes, laws and regulations and laws relating to access to such exceptions as are not material and do not interfere Property), except for such failures to comply that would not, singly or in the aggregate, result in a Material Adverse Effect; (G) no mortgage or deed of trust encumbering any material respect with the use made and proposed to be made Property is convertible into ownership interests in a Transaction Entity or any of such property and buildings by the Company or its subsidiaries; and (H) none of the working interests derived from oilTransaction Entities or any of their respective subsidiaries or, gas to the knowledge of either of the Transaction Entities, any lessee under a Lease is in default under any of the Leases and mineral leases none of the Transaction Entities or mineral interests that any of their respective subsidiaries knows of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a portion default under any of the real property held Leases, except, in each case, for such defaults that would not, singly 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 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(A) At each Representation Date, the Company and its Transaction Entities, any of their respective subsidiaries have (i) good and defensible title to all or any joint venture in which either of the interests in oil and gas properties underlying Transaction Entities or any of their respective subsidiaries owns an interest (each such joint venture being referred to as a “Related Entity”), as the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) case may be, will have good and marketable fee or leasehold title to all other real and personal property reflected in the General Disclosure Package as assets owned by themProperties, in each case case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances and defects except such as of any kind, other than those that (x1) are described in the General Disclosure Package with respect to Registration Statement, the Company’s revolving credit facilityProspectus and any Permitted Free Writing Prospectus or would 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 any of the Company and its subsidiaries Properties and do not materially interfere with the use made and proposed to be made of any of the Properties by the Transaction Entities, any of their respective subsidiaries or any Related Entity; (B) except as disclosed in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, none of the Transaction Entities, any of their respective subsidiaries or any Related Entity owns any real property other than the Properties; (C) each of the ground leases, subleases and sub-subleases relating to a Property, if any, material respect to the business of the Transaction Entities and their respective subsidiaries, considered as one enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or proposed to be made of such properties Properties (taken as a whole) by either of the Company Transaction Entities, any of their respective subsidiaries or its subsidiaries; any other real property Related Entity, and buildings held (1) no default or event of default has occurred under lease by any such ground lease, sublease or sub-sublease with respect to any of the Company Properties and its none of the Transaction Entities, any of their respective subsidiaries are held by them or any Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under validsuch ground lease, subsisting sublease or sub-sublease and enforceable leases(2) none of the Transaction Entities, with such exceptions as are not material and do not interfere in any of their respective subsidiaries or any Related Entity has received any notice of any material respect with the use made and proposed claim of any sort that has been asserted by 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 Transaction Entities, any of their respective subsidiaries or any Related Entity under any of the material ground leases, subleases or sub-subleases mentioned above, or affecting or questioning the rights of the Transaction Entities, any of their respective subsidiaries or any Related Entity to the continued possession of the leased, subleased or sub-subleased premises under any such ground lease, sublease or sub-sublease; (D) all liens, charges, encumbrances, claims or restrictions on any of the Properties and its the assets of either of the Transaction Entities, any of their respective subsidiaries or any Related Entity that are required to explore, develop or produce hydrocarbons from such real property be disclosed in the manner contemplated by Registration Statement or 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 Prospectus are disclosed therein; (E) except as disclosed in the areas in which Registration Statement, the Company Prospectus and its subsidiaries operate for acquiring or procuring leases and interests therein to exploreany Permitted Free Writing Prospectus, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf no tenant under any of the Company leases at the Properties or any other party has a right of first refusal, right of first offer or an option to purchase any of the Properties; (F) to the knowledge of the Transaction Entities, none of the Properties fails to comply with all applicable codes, laws and its 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 Prospectus or any Permitted Free Writing Prospectus and except for such failures to comply that would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (G) the mortgages and deeds of trust that encumber any of the 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 certain other Properties; (H) none of the Transaction Entities, any of their respective subsidiaries or any Related Entity is in default under any of the leases governing the Properties and there is no event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default by either of the Transaction Entities, any of their respective subsidiaries or any Related Entity under any of such leases, except such defaults that have not yet been drilled would not, singly or included in the aggregate, result in a unit for drillingMaterial Adverse Effect; and (I) to the knowledge of the Transaction Entities, no lessee of any of the Company Properties is in default under any of the leases governing the Properties and its subsidiaries have carried out there is no event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default by any lessee of any of the Properties under any of 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 operateleases.

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

Title to Property. Except as disclosed in the General Disclosure PackageThe Company, the Company Partnership, the Subsidiaries and its subsidiaries any joint venture in which the Company, the Partnership or any Subsidiary owns an interest, as the case may be, have (i) good and defensible insurable title to all of the interests in oil real property owned by them, 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 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 (A) as (x) are described otherwise stated in the General Disclosure Package with respect to Registration Statement and the Company’s revolving credit facilityProspectus or (B) those which 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 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 Company, the Partnership, any Subsidiary or its subsidiariesthe applicable joint venture. Each of the properties of any of the Company, the Partnership or the Subsidiaries complies with all applicable codes and zoning laws and regulations, except in any case where such non-compliance would not have a material adverse effect on the conditions, operations, prospects or earnings of the non-compliant property; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion none of the real property held Company, the Partnership or leased any Subsidiary has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any manner affect the size of, use of, improvements on, construction on, or access to the properties of any of the Company, the Partnership or any Subsidiary, except in any case where such action or proceeding would not have a material adverse effect on the conditions, operations, prospects or earnings of the affected property. All of the leases and subleases material to the business of the Company, the Partnership and the Subsidiaries considered as one enterprise, and under which the Company, the Partnership or any Subsidiary holds properties described in the Registration Statement and the Prospectus, are in full force and effect, and none of the Company, the Partnership or any Subsidiary has received any notice of any material 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 to exploreCompany, develop the Partnership or produce hydrocarbons from any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company, the Partnership or any Subsidiary of the continued possession of the leased or subleased premises under any such real property lease or sublease. Except as described in the manner contemplated by the General Disclosure Package, Registration Statement and the care taken by the Company and its subsidiaries with respect to acquiring Prospectus or otherwise procuring such leases as would not result singly or other property interests was generally consistent with standard industry practices in the areas aggregate in a Material Adverse Effect, no tenant under any lease to 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 drillingCompany, the Company and Partnership or any Subsidiary leases any portion of its subsidiaries have carried out property is in default under 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.

Title to Property. Except as disclosed in the General Disclosure Package(A) The Company, the Company and its subsidiaries Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, will have (i) good and defensible marketable fee simple title or leasehold title to all of the interests in oil properties and gas properties underlying other assets owned or leased by the Company’s estimates of its net proved reserves contained in , the General Disclosure Package and Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them“Properties”), in each case case, free and clear of all liensLiens, encumbrances except as disclosed in the Disclosure Package and defects except the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xB) all Liens on or affecting the Properties that are required to be disclosed in the Disclosure Package and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the General Disclosure Package with respect to and the Prospectus, are in full force and effect, and none of 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 or any Subsidiary has 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 and its subsidiaries to exploreCompany, develop the Operating Partnership 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 any Subsidiary under any of such leases or other property interests was generally consistent with standard industry practices subleases, or affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the areas Disclosure Package and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the Company aggregate, a Material Adverse Effect; (E) except as disclosed in the Disclosure Package and its subsidiaries operate for acquiring the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or procuring airspace leases and interests therein deed restrictions or other covenants, except where the failure to explorecomply would not have, develop or produce hydrocarbons. With respect reasonably be expected to interests have, individually or in oil the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and gas properties obtained by or on behalf (F) except as disclosed in the Disclosure Package and the Prospectus, none of the Company and its subsidiaries that have not yet been drilled or included in a unit for drillingCompany, the Company Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and its subsidiaries have carried out none of the Company, the Operating Partnership or the Subsidiaries knows of any such title investigations in accordance with the reasonable practice condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the oil and gas industry in the areas in which the Company and its subsidiaries operateaggregate, a Material Adverse Effect.

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

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

Title to Property. Except The Operating Partnership, the other Simon Entities and the Property Partnerships have good and marketable title to the Properties free and clear of Liens, except (a) as disclosed otherwise stated 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 (ii) good and marketable the Prospectus, or referred to in any 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 policy for 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 operationsProperty, or (zb) those which do not materially not, singly or in the aggregate, Materially (i) affect the value of the properties of the Company and its subsidiaries and do not such property or (ii) 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 Operating Partnership, any other Simon Entity or its subsidiaries; any Property Partnership. All leases and subleases under which the working interests derived from oilOperating Partnership, gas any other Simon Entity or any Property Partnerships hold properties are in full force and mineral leases or mineral interests that constitute effect, except for such which would not have a portion Material Adverse Effect. None of the real property held Operating Partnership, the other Simon Entities or leased the Property Partnerships has received any notice of any Material 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 Operating Partnership, any other Simon Entity or the Property Partnerships under any material leases or subleases, or affecting or questioning the rights of the Operating Partnership, such other Simon Entity or the Property Partnerships of the continued possession of the leased or subleased premises under any such lease or sublease, other than claims that would not have a Material Adverse Effect. All liens, charges, encumbrances, claims or restrictions on or affecting any of the Properties and its subsidiaries the assets of any Simon Entity or any Property Partnership which are required to explore, develop or produce hydrocarbons from such real property be disclosed in the manner contemplated by Registration Statement, the General Disclosure PackagePackage and the Prospectus are disclosed therein. None of the Simon Entities, the Property Partnerships or any tenant of any of the Properties is in default under any of the ground leases (as lessee) or space leases (as lessor or lessee, as the case may be) relating to, or any of the mortgages or other security documents or other agreements encumbering or otherwise recorded against, the Properties, and the care taken by Operating Partnership knows of no event which, but for the Company passage of time or the giving of notice, or both, would constitute a default under any of such documents or agreements, in each case, other than such defaults that would not have a Material Adverse Effect. No tenant under any of the leases, pursuant to which the Operating Partnership or any Property Partnership, as lessor, leases its Property, has an option or right of first refusal to purchase the premises demised under such lease, the exercise of which would have a Material Adverse Effect. Each of the Properties 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 access to the Properties), except for such failures to comply that would not in the aggregate have a Material Adverse Effect. The Operating Partnership has no knowledge of any pending or otherwise procuring such leases threatened condemnation proceeding, zoning change, or other property interests was generally consistent with standard industry practices proceeding or action that will in any manner affect the areas in which the Company and its subsidiaries operate for acquiring size of, use of, improvements on, construction on 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 drillingaccess to, the Company and its subsidiaries Properties, except such proceedings or actions that would not 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 (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 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 PackageThe Operating Subsidiary has (a) good, the Company and its subsidiaries have (i) good valid and defensible title to all of the interests in the oil and gas properties underlying Properties supporting the Company’s estimates of its net proved reserves contained in the General Disclosure Package and SEC Documents, (iib) good and marketable indefeasible title to all real property owned by it, other real than the oil and gas Properties covered by clause (a), and (c) good title to all personal property reflected described in the General Disclosure Package SEC Documents as assets being owned by themit, in each case free and clear of all liens, encumbrances and defects Liens except (i) such as (x) are described in the General Disclosure Package with respect to the Company’s revolving credit facilitySEC Documents, (yii) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or such as arise in connection with drilling and production operationsthe Credit Agreement, or (ziii) such as do not (individually or in the aggregate) materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties Properties by the Company or its subsidiaries; any other real property and buildings held under lease by Partnership Entities as described in the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiaries; and the SEC Documents. The working interests derived from oil, gas and mineral leases or mineral interests that interests, which constitute a portion of the real property held or leased by the Company and its subsidiariesOperating Subsidiary, reflect in all material respects the rights right of the Company and its subsidiaries Operating Subsidiary to exploreexplore for, develop or and produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Packageproperty, and the care taken by the Company Operating Subsidiary and any of its subsidiaries predecessors in interest who are or were affiliates of the Partnership Entities with respect to acquiring or otherwise procuring such leases or other property mineral interests was generally consistent with standard industry practices in the areas in which the Company Operating Subsidiary and any of its subsidiaries operate predecessors who are or were affiliates of the Partnership Entities operates for acquiring or procuring leases and interests therein to exploreexplore for, develop or and produce hydrocarbons. With respect to interests in oil All real property and gas properties obtained buildings held under lease or sublease by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drillingOperating Subsidiary, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in except the oil and gas industry Properties covered by clause (a) above (the “Leased and Subleased Properties”), are held by it under valid, subsisting and enforceable leases or subleases, as the case may be, subject to exceptions that do not materially interfere with the use made and proposed to be made of such Leased and Subleased Properties by the Operating Subsidiary as described in the areas SEC Documents, and all such leases and subleases are in which full force and effect. The Operating Subsidiary has not received any notice of any claim that has been asserted by anyone adverse to the Company rights of the Operating Subsidiary under any of the leases or subleases mentioned in the prior sentence above or affecting or questioning the rights of the Operating Subsidiary to the continued possession of the Leased and its subsidiaries operateSubleased Properties under any such lease or sublease except for such claims that would not reasonably be expected, individually or in the aggregate, to have a Partnership Material Adverse Effect.

Title to Property. Except as disclosed (A) The Company, any of the Subsidiaries or any joint venture in the General Disclosure Package, which the Company and its subsidiaries have (i) good and defensible title to all or any of the interests in oil and gas properties underlying Subsidiaries owns an interest (each such joint venture being referred to as a “Related Entity”), as the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) case may be, have good and marketable fee or leasehold title to all other real and personal property reflected in the General Disclosure Package as assets owned by themProperties, in each case case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances and defects except such as of any kind, other than those that (x1) are described in the General Registration Statement, the Pricing Disclosure Package with respect to and the Company’s revolving credit facilityProspectus or (2) do not, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary singly or in the oil and gas industry or arise in connection with drilling and production operationsaggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such property and do not materially interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property by the Company, any of the Subsidiaries or any Related Entity, (B) except as disclosed in the Registration Statement, the Pricing Disclosure Package and buildings the Prospectus, neither the Company, any of the Subsidiaries or any Related Entity owns any real property other than the Properties, (C) each of the ground leases, subleases and sub-subleases relating to a Property, if any, material to the business of the Company and the Subsidiaries, considered as one enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or proposed to be made of such Property by the Company nor any of the Subsidiaries or its subsidiaries; any Related Entity, and (1) no default or event of default has occurred under any ground lease, sublease or sub-sublease with respect to such Property and none of the working interests derived from oilCompany, gas and mineral leases any of the Subsidiaries or mineral interests that any Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a portion default under such ground lease, sublease or sub-sublease and (2) none of the real property held Company, any of the Subsidiaries or leased any Related Entity has received any notice of any material 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 Company, any of the Subsidiaries or any Related Entity under any of the ground leases, subleases or sub-subleases mentioned above, or affecting or questioning the rights of the Company, any of the Subsidiaries or any Related Entity to the continued possession of the leased, subleased or sub-subleased premises under any such ground lease, sublease or sub-sublease, (D) all liens, charges, encumbrances, claims or restrictions on any of the Properties and its subsidiaries the assets of the Company, any of the Subsidiaries or any Related Entity that are required to explore, develop or produce hydrocarbons from such real property be disclosed in the manner contemplated by Registration Statement or the General Disclosure PackageProspectus are disclosed therein, (E) no tenant under any of the leases at the Properties has a right of first refusal or an option 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 care taken by Properties), except if and to the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices extent disclosed in the areas Registration Statement, the Pricing Disclosure Package or the Prospectus and except for such failures to comply that would not, singly or in which the Company aggregate, reasonably be expected to have a Material Adverse Effect, (G) the mortgages 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 deeds of trust that encumber certain of the Company Properties are not convertible into equity securities of the entity owning such Property and its subsidiaries said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than certain other Properties and (H) none of the Company, any of the Subsidiaries or any Related Entity or, to the knowledge of the Company, any lessee of any of the Properties is in default under any of the leases governing the Properties and none of the Company, any of the 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 leases, except such defaults that have not yet been drilled would not, 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 PackagePackage and the Final Prospectus, the Company and its subsidiaries Subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and the Final Prospectus and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package and the Final Prospectus as assets owned by them, in each case free and clear of all liens, encumbrances and defects except such as (xw) are described in the General Disclosure Package with respect to and the Company’s revolving credit facilityFinal Prospectus, (yx) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operations, or (zy) do not materially affect the value of the properties of the Company and its subsidiaries Subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiariesSubsidiaries or (z) where failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; any other real property and buildings held under lease by the Company and its subsidiaries Subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and material, do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or its subsidiariesSubsidiaries and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, Subsidiaries reflect in all material respects the rights of the Company and its subsidiaries Subsidiaries to explore, develop or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure PackagePackage and the Final Prospectus, and the care taken by the Company and its subsidiaries Subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries Subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries Subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries Subsidiaries have carried out such title investigations in accordance with the reasonable customary practice in the oil and gas industry in the areas in which the Company and its subsidiaries Subsidiaries operate.

Title to Property. Except as disclosed in the General Disclosure 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 Package(A) The Company, the Company and its subsidiaries Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, will have (i) good and defensible marketable fee simple title or leasehold title to all of the interests in oil properties and gas properties underlying other assets owned or leased by the Company’s estimates of its net proved reserves contained in , the General Disclosure Package and Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by them“Properties”), in each case case, free and clear of all liensLiens, encumbrances except as disclosed in the Registration Statement and defects except the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xB) all Liens on or affecting the Properties that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the General Disclosure Package with respect to Registration Statement and the Prospectus, are in full force and effect, and none of 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 or any Subsidiary has 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 and its subsidiaries to exploreCompany, develop the Operating Partnership 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 any Subsidiary under any of such leases or other property interests was generally consistent with standard industry practices subleases, or affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the areas Registration Statement and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the Company aggregate, a Material Adverse Effect; (E) except as disclosed in the Registration Statement and its subsidiaries operate for acquiring the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or procuring airspace leases and interests therein deed restrictions or other covenants, except where the failure to explorecomply would not have, develop or produce hydrocarbons. With respect reasonably be expected to interests have, individually or in oil the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and gas properties obtained by or on behalf (F) except as disclosed in the Registration Statement and the Prospectus, none of the Company and its subsidiaries that have not yet been drilled or included in a unit for drillingCompany, the Company Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and its subsidiaries have carried out none of the Company, the Operating Partnership or the Subsidiaries knows of any such title investigations in accordance with the reasonable practice condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the oil and gas industry in the areas in which the Company and its subsidiaries operateaggregate, a 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 otherwise disclosed in the General Disclosure PackageProspectus, and except as would not have a Material Adverse Effect on the Company and its subsidiaries have taken as a whole: (i) good and defensible title to all each of the interests in oil Company 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 all other real properties and personal property reflected assets described in the General Disclosure Package Prospectus as assets owned by themsuch party; (ii) all of the leases under which the Company or any of its subsidiaries holds or uses real property or assets as a lessee are in full force and effect, and neither the Company nor any of its subsidiaries is in each case free material default in respect of any of the terms or provisions of any of such leases and clear no claim has been asserted by anyone adverse to any such party’s rights as lessee under any of such leases, or affecting or questioning any such party’s right to the continued possession or use of the leased property or assets under any such leases; (iii) all liens, encumbrances charges, encumbrances, claims, or restrictions on or affecting the properties and defects except such as (x) assets of the Company or any of its subsidiaries that are described required to be disclosed in the General Disclosure Package with respect Prospectus are disclosed therein; (iv) neither the Company, any of its subsidiaries nor, to the knowledge of the Company, any lessee of any portion of any such party’s revolving credit facilityproperties is in default under any of the leases pursuant to which the Company or any of its subsidiaries leases its properties to third parties and neither the Company nor any of its subsidiaries knows of any event which, (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 but for the performance passage of other unmatured obligations and are time or the giving of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsnotice, or both, would constitute a default under any of such leases; (zv) do not materially affect no tenant under any lease pursuant to which the value Company or any of its subsidiaries leases its properties has an option or right of first refusal to purchase the premises leased thereunder; (vi) to the best of its knowledge, each of the properties of the Company and or any of its subsidiaries complies with all applicable codes and do not interfere zoning laws and regulations; and (vii) neither the Company nor any of its subsidiaries has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any material respect with manner affect the size or use made of, improvements or proposed construction on or access to be made the properties of such properties 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 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 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 (A) The Operating Partnership or a subsidiary thereof has good and marketable title (fee or, in the case of ground leases and as disclosed in the General Disclosure PackageProspectus, the Company and its subsidiaries have (ileasehold) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by themeach Property, in each case free and clear of all mortgages, pledges, liens, claims, security interests, restrictions or encumbrances and defects of any kind, except such as (x1) are described in the General Disclosure Package with respect to the Company’s revolving credit facilityProspectus or (2) do not, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary singly or in the oil and gas industry or arise in connection with drilling and production operationsaggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such Property and do not materially interfere with the use made and proposed to be made of such Property by the Transaction Entities or any of their subsidiaries; (B) neither the Transaction Entities nor any of their subsidiaries owns any real property other than the Properties; (C) each of the ground leases and subleases of real property, if any, material to the business of the Transaction Entities and their subsidiaries, considered as one enterprise, and under which the Transaction Entities or any of their subsidiaries holds properties described in any the Prospectus, is in full force and effect, with such exceptions as are not material respect and do not materially interfere with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property by either of the Transaction Entities or any of their subsidiaries, and buildings held under lease by neither of the Company and its Transaction Entities nor any of their subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in has any notice of any material respect with the use made and proposed to be made claim of such property and buildings any sort that has been asserted by the Company any ground lessor or its subsidiaries; and the working interests derived from oil, gas and mineral leases sublessor under a ground lease or mineral interests that constitute a portion of the real property held or leased by the Company and its subsidiaries, reflect in all material respects sublease threatening the rights of the Company and its Transaction Entities or any of their subsidiaries to explorethe continued possession of the leased or subleased premises under any such ground lease or sublease; (D) no tenant under any of the leases at the Properties has a right of first refusal to purchase the premises demised under such lease; (E) each of the Properties complies with all applicable codes, develop or produce hydrocarbons from such real property laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the manner contemplated by the General Disclosure PackageProspectus, and except for such failures to comply that would not, singly or in the care taken by aggregate, reasonably be expected to have a Material Adverse Effect; (F) except if and to the Company and its subsidiaries with respect to acquiring extent disclosed in the Prospectus, no Transaction Entity has knowledge of any pending or otherwise procuring such leases threatened condemnation proceedings, zoning change or other property interests was generally consistent with standard industry practices in proceeding or action that will materially affect the areas in which the Company and its subsidiaries operate for acquiring use or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf value of any of the Company Properties; and its subsidiaries (G) the mortgages and deeds of trust that have encumber the Properties are not yet been drilled convertible into equity securities of the entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance cross-collateralized with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateany property other than other Properties.

Title to Property. Except as disclosed in the General Disclosure 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 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 or any joint venture in any material respect with the use made or proposed to be made of such properties by which the Company or any of its subsidiaries; any other real property subsidiaries owns an interest, insurance policies covering the risks and buildings held under lease 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 neither the Company and nor any of its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere or any joint venture in any material respect with the use made and proposed to be made of such property and buildings by which the Company or any of its subsidiariessubsidiaries 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 working interests derived from oilCompany nor the Operating Partnership has any knowledge of any pending or threatened litigation, gas and mineral leases moratorium, condemnation proceedings, zoning change, or mineral interests other similar proceeding or action that constitute 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 portion Material Adverse Effect. All of the real property held or leased by leases and subleases material to the Company and its subsidiaries, reflect in all material respects the rights business of the Company and its subsidiaries to exploreconsidered as one enterprise, develop and under which the Company or produce hydrocarbons from such real property any of its subsidiaries holds Properties described in the manner contemplated by Registration Statement, the General Disclosure PackagePackage and the Prospectus, are in full force and effect, and the care taken by neither the Company and nor any of its subsidiaries with respect has received any notice of any material claim of any sort that has been asserted by anyone adverse 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 rights of the Company and or any of its subsidiaries that have not yet been drilled under any of the leases or included in a unit for drillingsubleases mentioned above, 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.or

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

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

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

Title to Property. (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 otherwise disclosed in the General Disclosure PackageProspectus, and except as would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries have taken as a whole: (i) good and defensible title to all each of the interests in oil Company 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 all other real properties and personal property reflected assets described in the General Disclosure Package Prospectus as assets owned by themsuch party, in each case free and clear of all liens, encumbrances and defects except defects; (ii) all of the leases under which the Company or any of its subsidiaries holds or uses real property or assets as a lessee are in full force and effect, and neither the Company nor any of its subsidiaries is in material default in respect of any of the terms or provisions of any of such leases and no claim has been asserted by anyone adverse to any such party's rights as lessee under any of such leases, or affecting or questioning any such party's right to the continued possession or use of the leased property or assets under any such leases; (xiii) all liens, charges, encumbrances, claims, or restrictions on or affecting the properties and assets of the Company or any of its subsidiaries that are described required to be disclosed in the General Disclosure Package with respect Prospectus are disclosed therein; (iv) neither the Company, any of its subsidiaries nor, to the knowledge of the Company’s revolving credit facility, (y) are liens any lessee of any portion of any such party's properties is in default under any of the leases pursuant to which the Company or any of its subsidiaries leases its properties and encumbrances under operating agreementsneither the Company nor any of its subsidiaries knows of any event which, 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 but for the performance passage of other unmatured obligations and are time or the giving of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsnotice, or both, would constitute a default under any of such leases; (zv) do not materially affect no tenant under any lease pursuant to which the value Company or any of its subsidiaries leases its properties has an option or right of first refusal to purchase the premises leased thereunder; (vi) to the best of its knowledge, each of the properties of the Company and or any of its subsidiaries complies with all applicable codes and do not interfere zoning laws and regulations; and (vii) neither the Company nor any of its subsidiaries has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any material respect with manner affect the size or use made of, improvements or proposed construction on or access to be made the properties of such properties 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 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 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 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 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 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 as otherwise disclosed in the General Disclosure PackageProspectus, and except as would not have a Material Adverse Effect on the Company and its subsidiaries have taken as a whole: (i) good and defensible title to all each of the interests in oil Company 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 all other real properties and personal property reflected assets described in the General Disclosure Package Prospectus as assets owned by themsuch party; (ii) all of the leases under which the Company or any of its subsidiaries holds or uses real property or assets as a lessee are in full force and effect, and neither the Company nor any of its subsidiaries is in each case free material default in respect of any of the terms or provisions of any of such leases and clear no claim has been asserted by anyone adverse to any such party's rights as lessee under any of such leases, or affecting or questioning any such party's right to the continued possession or use of the leased property or assets under any such leases; (iii) all liens, encumbrances charges, encumbrances, claims, or restrictions on or affecting the properties and defects except such as (x) assets of the Company or any of its subsidiaries that are described required to be disclosed in the General Disclosure Package with respect Prospectus are disclosed therein; (iv) neither the Company, any of its subsidiaries nor, to the knowledge of the Company’s revolving credit facility, (y) are liens any lessee of any portion of any such party's properties is in default under any of the leases pursuant to which the Company or any of its subsidiaries leases its properties to third parties and encumbrances under operating agreementsneither the Company nor any of its subsidiaries knows of any event which, 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 but for the performance passage of other unmatured obligations and are time or the giving of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsnotice, or both, would constitute a default under any of such leases; (zv) do not materially affect no tenant under any lease pursuant to which the value Company or any of its subsidiaries leases its properties has an option or right of first refusal to purchase the premises leased thereunder; (vi) to the best of its knowledge, each of the properties of the Company and or any of its subsidiaries complies with all applicable codes and do not interfere zoning laws and regulations; and (vii) neither the Company nor any of its subsidiaries has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any material respect with manner affect the size or use made of, improvements or proposed construction on or access to be made the properties of such properties 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 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 At the General Disclosure PackageClosing Date and each Option Closing Date, if any, after giving effect to the Formation Transactions, the Company and its subsidiaries Partnership Entities will have (iA) good legal, valid and defensible title to all of the interests in oil and gas properties underlying the Company’s Partnership Properties supporting the estimates of its net proved reserves contained in the Registration Statement, the General Disclosure Package and the Prospectus, (iiB) good and marketable title in fee simple to all real property owned by them, other than the Partnership Properties covered by clause (A), and (C) good and marketable title to all other real property and personal property reflected in the General Disclosure Package as assets owned by them, in each case free and clear of all liensLiens, encumbrances and defects except such as (x) are Liens described in the Registration Statement, the General Disclosure Package with respect to and the Company’s revolving credit facilityProspectus and Liens that do not, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements and other oil and gas exploration, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary individually or in the oil and gas industry or arise in connection with drilling and production operationsaggregate, or (z) do not materially affect the value of the properties of the Company and its subsidiaries such property and do not materially interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company Partnership Entities. All real property, buildings and other improvements, and equipment and other property, except the Partnership Properties covered by clause (A) above, to be held under lease or its subsidiaries; sublease by any of the Partnership Entities will be held by them under valid, subsisting and the working interests derived from oil, gas and mineral enforceable leases or mineral interests subleases, as the case may be, subject to exceptions that constitute a portion are not material and do not interfere with the use made or proposed to be made of such real property, buildings and other improvements, and equipment and other property, except the Partnership Properties covered by clause (A) above, by the Partnership Entities, and all such leases and subleases will be in full force and effect. None of the real property held or leased Partnership Entities has any notice of any claim that has been asserted by the Company and its subsidiaries, reflect in all material respects anyone adverse to the rights of the Company and its subsidiaries Partnership Entities under any of the leases or subleases mentioned above or affecting or questioning the rights of the Partnership Entities to explorethe continued possession of the leased or subleased premises under any such lease or sublease except for such claims that, develop if successfully asserted, would not, individually or produce hydrocarbons from such real property in the manner contemplated by the General Disclosure Packageaggregate, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure Package, the Company The Trust 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 real property owned by the Trust and its subsidiaries and good 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 (“Property Encumbrances”) except such as (xa) are described in the General Disclosure Package with respect Prospectus, and all Property Encumbrances on or affecting such properties which are required to be disclosed in the Company’s revolving credit facilityProspectus are described therein, (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 leasehold interests of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary lessees in the oil Trust’s and gas industry or arise in connection with drilling and production operations, its subsidiaries’ properties held under Lease (the “Leases”) or (zc) do not not, singly or in the aggregate, 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 Trust or any of its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion all of the real property held or leased by leases and subleases material to the Company business of the Trust and its subsidiaries, reflect considered as one enterprise, and under which the Trust or any of its subsidiaries holds properties described in all the Prospectus, are in full force and effect, and neither the Trust nor any subsidiary has any notice of any material respects claim of any sort that has been asserted by anyone adverse to the rights of the Company and its subsidiaries to explore, develop Trust or produce hydrocarbons from such real property in any subsidiary under any of the manner contemplated by the General Disclosure Package, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in subleases mentioned above, 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 Trust 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 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 in The subsidiaries of the General Disclosure Package, Company have good and insurable fee or leasehold title to all real property owned by them 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, except where the failure to hold such title would not, individually or in the aggregate, have a Material Adverse Effect, and such properties are 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 material respects the Prospectus, are in full force and effect, and neither the Company nor any subsidiary has received any written notice of any claim that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any 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 and its subsidiaries to explorethat would, develop singly or produce hydrocarbons from such real property in the manner contemplated by aggregate, have a Material Adverse Effect. Except for leases in effect on the General Disclosure Packagedate hereof, no person has any possessory interest in any property of the Company or right to occupy the same except under and pursuant to (i) the care taken provisions of such leases, (ii) licenses entered into 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 a subsidiary in the areas in which the Company ordinary course of its business or (iii) liens, claims, encumbrances and its subsidiaries operate restrictions described above, and except for acquiring interests and rights as would not, singly 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 operateaggregate, have a Material Adverse Effect.

Title to Property. Except (A) Each of the Company, any of its subsidiaries or any joint venture in which the Company or any of its subsidiaries owns an interest (each such joint venture being referred to as disclosed a “Related Entity”), as the case may be, has good and marketable fee or leasehold title to the Properties, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind (excluding taxes, assessments and fees not yet due and payable), 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 the actual knowledge of the Company after due inquiry, would not, singly 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 any of the properties Properties and do not materially interfere with the use made and proposed to be made of any of the Properties by the Company, any of its subsidiaries or any Related Entity; (B) none of the Company, any of its subsidiaries or any Related Entity owns any real property other than the Properties; (C) to the actual knowledge of the Company after due inquiry, each of the ground leases, subleases and sub-subleases relating to a Property, if any, material to the business of the Company and its subsidiaries subsidiaries, considered as one enterprise, are in full force and effect, with such exceptions as do not 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 Company, any of its subsidiaries or its subsidiaries; any other real property Related Entity, and buildings held under lease by (1) to the actual knowledge of the Company after due inquiry, no default or event of default has occurred under any such ground lease, sublease or sub-sublease with respect to any of the Properties and none of the Company, any of its subsidiaries are held by them or any Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under validsuch ground lease, subsisting sublease or sub-sublease and enforceable leases(2) none of the Company, with such exceptions as are not material and do not interfere in any of its subsidiaries or any Related Entity has received any notice of any material respect with the use made and proposed claim of any sort that has been asserted by 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 Company, any of its subsidiaries or any Related Entity under any of the material ground leases, subleases or sub-subleases mentioned above, or affecting or questioning the rights of the Company, any of its subsidiaries or any Related Entity to explorethe continued possession of the leased, develop subleased or produce hydrocarbons from sub-subleased premises under any such real property ground lease, sublease or sub-sublease; (D) all liens, charges, encumbrances, claims or restrictions on any of the Properties and the assets of the Company, any of its subsidiaries or any Related Entity that are required to be disclosed in the manner contemplated Registration Statement or the Prospectus are disclosed therein; (E) to the actual knowledge of the Company after due inquiry, no tenant under any of the leases at the Properties or any other party has a right of first refusal, right of first offer or an option to purchase any of the Properties, except for such rights or options that have been expressly waived in writing by such parties, which written waivers have been provided to the Representatives; (F) to the actual knowledge of the Company after due inquiry, none of the Properties fails to comply with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Registration Statement, the General Disclosure PackagePackage or the Prospectus and except for such failures to comply that would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (G) the mortgages and deeds of trust, if any, that encumber any of the care taken by Properties are not convertible into equity securities of the Company entity owning such Property and said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than certain other Properties; and (H) none of the Company, any of its subsidiaries with respect or any Related Entity or, 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 actual knowledge of the Company after due inquiry, any lessee of any of the Properties is in default under any of the leases governing the Properties and its subsidiaries there is no 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 leases, except such defaults that have not yet been drilled would not, singly or included in the aggregate, result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

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

Title to Property. 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, except where the failure to hold such title would not, individually or in the aggregate, have a Material Adverse Effect, and the Properties are 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 Registration Statement, the General Disclosure Package with respect to and 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, giving effect to applicable title insurance, 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 Registration Statement, the General Disclosure Package and 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 by aggregate, have a Material Adverse Effect. Except for leases and subleases in effect on the General Disclosure Packagedate hereof, no person has any possessory interest in any Property or right to occupy the same except under and the care taken pursuant to (i) licenses or easements entered into by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases a subsidiary or other property interests was generally consistent with standard industry practices any predecessor thereof, in the areas in which ordinary course of its business or (ii) liens, claims, encumbrances and restrictions described above, and except for the Company interests and its subsidiaries operate for acquiring rights as would not singly, 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 operateaggregate, have a Material Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure Package(A) The Company, the Company and its subsidiaries Operating Partnership or the Subsidiaries or any other subsidiary or joint venture in which the Company, the Operating Partnership or any Subsidiary owns an interest, as the case may be, have (i) good and defensible marketable fee simple title or leasehold title to all of the interests in oil properties and gas properties underlying other assets owned or leased by the Company’s estimates of its net proved reserves contained in , the General Disclosure Package and Operating Partnership, the Subsidiaries or the applicable subsidiary or joint venture (ii) good 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 liensLiens, encumbrances and defects except as disclosed in the Disclosure Package or the Prospectus or such as would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xB) all Liens on or affecting the Properties that are required to be disclosed in the Disclosure Package and the Prospectus are disclosed therein and none of the Company, the Operating Partnership or the Subsidiaries is in default under any such Lien, except for such defaults that would not have, or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (C) all of the leases and subleases material to the business of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, and under which the Company, the Operating Partnership or any of the Subsidiaries hold properties described in the General Disclosure Package with respect to and the Prospectus, are in full force and effect, and none of 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 or any Subsidiary has 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 and its subsidiaries to exploreCompany, develop the Operating Partnership 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 any Subsidiary under any of such leases or other property interests was generally consistent with standard industry practices subleases, or adversely affecting or questioning the rights of the Company, the Operating Partnership or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (D) except as disclosed in the areas Disclosure Package and the Prospectus, none of the Company, the Operating Partnership or the Subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, individually or in the Company aggregate, a Material Adverse Effect; (E) except as disclosed in the Disclosure Package and its subsidiaries operate for acquiring the Prospectus, each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or procuring airspace leases and interests therein deed restrictions or other covenants, except where the failure to explorecomply would not have, develop or produce hydrocarbons. With respect reasonably be expected to interests have, individually or in oil the aggregate, a Material Adverse Effect or could not result in a forfeiture or reversion of title; and gas properties obtained by or on behalf (F) except as disclosed in the Disclosure Package and the Prospectus, none of the Company and its subsidiaries that have not yet been drilled or included in a unit for drillingCompany, the Company Operating Partnership or the Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and its subsidiaries have carried out none of the Company, the Operating Partnership or the Subsidiaries knows of any such title investigations in accordance with the reasonable practice condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, individually or in the oil and gas industry in the areas in which the Company and its subsidiaries operateaggregate, a Material Adverse Effect.

Title to Property. Except as disclosed in The subsidiaries of the General Disclosure PackageCompany have good and insurable fee, easement or leasehold title to all real property owned by them, 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, except where the failure to hold such title would not, individually or in the aggregate, have a Material Adverse Effect, and such properties are 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 Registration Statement, the General Disclosure Package with respect to and 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 material respects the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any subsidiary has received any written notice of any claim that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any 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 and its subsidiaries to explorethat would, develop singly or produce hydrocarbons from such real property in the manner contemplated by aggregate, have a Material Adverse Effect. Except for leases and subleases in effect on the General Disclosure Packagedate hereof, no person has any possessory interest in any property of the Company or right to occupy the same except under and pursuant to (i) the care taken provisions of such leases, (ii) licenses entered into 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 a subsidiary in the areas in which the Company ordinary course of its business or (iii) liens, claims, encumbrances and its subsidiaries operate restrictions described above, and except for acquiring such interests and rights that would not, singly 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 operateaggregate, have a Material Adverse Effect.

Title to Property. Except (A) The Company, each of its subsidiaries or any joint venture in which the Company or any of its subsidiaries owns an interest (each such joint venture being referred to as disclosed a “Related Entity”), as the case may be, has good and marketable fee or leasehold title to the Properties, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances 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 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 such Property and do not materially interfere with the properties use made and proposed to be made of such Property by the Company, any of its subsidiaries or any Related Entity; (B) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Company, any of its subsidiaries or any Related Entity owns any material real property other than the Properties; (C) each of the ground leases, subleases and sub-subleases relating to a Property, if any, material to the business of the Company and its subsidiaries subsidiaries, considered as one enterprise, are in full force and effect, with such exceptions as 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; Company, any other real property and buildings held under lease by the Company and of its subsidiaries are held by them or any Related Entity, and (1) no material default or event of default has occurred under validany ground lease, subsisting sublease or sub-sublease with respect to such Property and enforceable leasesnone of the Company, any of its subsidiaries or any Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under such exceptions as are not material ground lease, sublease or sub-sublease and do not interfere in (2) none of the Company, any of its subsidiaries or any Related Entity has received any notice of any material respect with the use made and proposed claim of any sort that has been asserted by 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 Company, any of its subsidiaries or any Related Entity under any of the ground leases, subleases or sub-subleases mentioned above, or affecting or questioning the rights of the Company, any of its subsidiaries or any Related Entity to explorethe continued possession of the leased, develop subleased or produce hydrocarbons from sub-subleased premises under any such real property ground lease, sublease or sub-sublease; (D) all liens, charges, encumbrances, claims or restrictions on any of the properties (including the Properties), assets or operations of the Company, any of its subsidiaries or any Related Entity that are required to be disclosed in the manner contemplated by Registration Statement or the Prospectus are disclosed therein; (E) no tenant under any of the leases at the Properties has a right of first refusal or an option to purchase the premises demised under such lease, except as disclosed in the Registration Statement, the General Disclosure Package, Package and the care taken by Prospectus; (F) each of the Company 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 General Disclosure Package and the Prospectus and except for such failures to comply that would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; (G) the mortgages and deeds of trust that encumber certain of the 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 certain other Properties; and (H) none of the Company, any of its subsidiaries or any Related Entity or, to the knowledge of the Company, any lessee of any of the Properties is currently in default under any of the leases governing the Properties and none of the Company, any of its subsidiaries or any Related Entity knows of any event which, whether with respect to acquiring or otherwise procuring without the passage of time or the giving of notice, or both, would constitute a default under any of such leases leases, except such defaults that would not, singly 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 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 the Subsidiaries or any joint venture in which the Transaction Entities or any of the Subsidiaries owns an interest (each such joint venture being referred to as disclosed a “Related Entity”), as the case may be, have good and marketable fee or leasehold title to the Properties, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances 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 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 materially interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company Transaction Entities, any of the Subsidiaries or its subsidiaries; any Related Entity, (B) except as disclosed in the Registration Statement, the General Disclosure Package and the working interests derived from oilProspectus, gas neither the Transaction Entities, any of the Subsidiaries or any Related Entity owns any real property other than the Properties, (C) each of the ground leases, subleases and mineral leases sub-subleases relating to a Property, if any, material to the business of the Transaction Entities and the Subsidiaries, considered as one enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or mineral interests that proposed to be made of such Property by the Transaction Entities nor any of the Subsidiaries or any Related Entity, and (1) no default or event of default has occurred under any ground lease, sublease or sub-sublease with respect to such Property and none of the Transaction Entities, any of the Subsidiaries or any Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a portion default under such ground lease, sublease or sub-sublease and (2) none of the real property held Transaction Entities, any of the Subsidiaries or leased any Related Entity has received any notice of any material 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 Transaction Entities, any of the Subsidiaries or any Related Entity under any of the ground leases, subleases or sub-subleases mentioned above, or affecting or questioning the rights of the Transaction Entities, any of the Subsidiaries or any Related Entity to the continued possession of the leased, subleased or sub-subleased premises under any such ground lease, sublease or sub-sublease, (D) all liens, charges, encumbrances, claims or restrictions on any of the Properties and its subsidiaries the assets of the Transaction Entities, any of the Subsidiaries or any Related Entity that are required to explore, develop or produce hydrocarbons from such real property be disclosed in the manner contemplated by Registration Statement or the Prospectus are disclosed therein, (E) no tenant under any of the leases at the Properties has a right of first refusal or an option 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 Registration Statement, the General Disclosure PackagePackage or the Prospectus and except for such failures to comply that would not, and the care taken by the Company and its subsidiaries with respect to acquiring singly or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which aggregate, reasonably be expected to have a Material Adverse Effect, (G) the Company mortgages 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 deeds of trust that encumber certain of the Company Properties are not convertible into equity securities of the entity owning such Property and its subsidiaries said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than certain other Properties and (H) none of the Transaction Entities, any of the 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 leases governing the Properties and none of the Transaction Entities, any of the 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 leases, except such defaults that have not yet been drilled would not, singly or included in the aggregate, result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except as disclosed in the General Disclosure Package(1) The Transaction Entities hold, the Company 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 (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 (A) The Company, any of its subsidiaries or any joint venture in which either the Company or any of its 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 title to or leasehold interest in their respective properties and assets owned or leased by them as 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 (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 case, free and clear of all security interests, mortgages, pledges, liens, encumbrances and defects except such as encumbrances, claims or equities of any kind other than those that (x1) are described in the Registration Statement, 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 or asset and do not materially interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company 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 asset 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 any Related Entity; (B) except as disclosed in the areas in which Registration Statement, the General Disclosure Package and the Prospectus, none of the Company and or any of its subsidiaries operate for acquiring or procuring any Related Entity owns or leases any real property other than the properties described in the Registration Statement, the General Disclosure Package and interests therein to explorethe Prospectus as being so owned or leased; (C) all security interests, develop mortgages, pledges, liens, encumbrances, claims or produce hydrocarbons. With respect to interests in oil and gas equities on any of the properties obtained by or on behalf assets of the Company and any of its respective subsidiaries or any Related Entity that are required to be disclosed in the Registration Statement or the Prospectus are disclosed therein; and (D) none of the Company or any of its subsidiaries or any Related Entity or, to the knowledge of the Company, any lessee or obligor in respect of any property or asset is in default under any of the contracts governing such property or asset and none of the Company or any of its 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 such defaults that have not yet been drilled would not, singly or included in the aggregate, result in a unit for drilling, the Company and its subsidiaries have carried out such title investigations in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateMaterial Adverse Effect.

Title to Property. Except (A) The Transaction Entities, any of the Subsidiaries or any joint venture in which the Transaction Entities or any of the Subsidiaries owns an interest (each such joint venture being referred to as disclosed a “Related Entity”), as the case may be, have good and marketable fee or leasehold title to the Properties, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances 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 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 materially interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company Transaction Entities, any of the Subsidiaries or its subsidiariesany Related Entity; (B) except as disclosed in the Registration Statement, the General Disclosure Package and the working interests derived from oilProspectus, gas neither the Transaction Entities, any of the Subsidiaries or any Related Entity owns any real property other than the Properties; (C) each of the ground leases, subleases and mineral leases sub-subleases relating to a Property, if any, material to the business of the Transaction Entities and the Subsidiaries, considered as one enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or mineral interests that proposed to be made of such Property by the Transaction Entities nor, any of the Subsidiaries or any Related Entity, and (1) no default or event of default has occurred under any ground lease, sublease or sub-sublease with respect to such Property and none of the Transaction Entities, any of the Subsidiaries or any Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a portion default under such ground lease, sublease or sub-sublease and (2) none of the real property held Transaction Entities, any of the Subsidiaries or leased any Related Entity has received any notice of any material 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 Transaction Entities, any of the Subsidiaries or any Related Entity under any of the ground leases, subleases or sub-subleases mentioned above, or affecting or questioning the rights of the Transaction Entities, any of the Subsidiaries or any Related Entity to the continued possession of the leased, subleased or sub-subleased premises under any such ground lease, sublease or sub-sublease; (D) all liens, charges, encumbrances, claims or restrictions on any of the Properties and its subsidiaries the assets of the Transaction Entities, any of the Subsidiaries or any Related Entity that are required to explore, develop or produce hydrocarbons from such real property be disclosed in the manner contemplated by Registration Statement or the Prospectus are disclosed therein; (E) no tenant under any of the leases at the Properties has a right of first refusal or an option 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 Registration Statement, the General Disclosure PackagePackage or the Prospectus and except for such failures to comply that would not, and the care taken by the Company and its subsidiaries with respect to acquiring singly or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which aggregate, reasonably be expected to have a Material Adverse Effect; (G) the Company mortgages 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 deeds of trust that encumber certain of the Company Properties are not convertible into equity securities of the entity owning such Property and its subsidiaries said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than certain other Properties; and (H) none of the Transaction Entities, any of the 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 leases governing the Properties and none of the Transaction Entities, any of the 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 leases, except such defaults that have not yet been drilled would not, 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 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 (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 (a) The Operating Partnership or the Subsidiary Entities, as disclosed in the General Disclosure Packagecase may be, 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) has good and marketable title to all other items of 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 encumbrances, claims, security interests and defects except such as (x) are described defects, other than those referred to in the General Disclosure Package with respect Prospectus or which are not material in amount; (b) all liens, charges, encumbrances, claims, or restrictions on or affecting the properties and assets owned by the Operating Partnership or any of the Subsidiary Entities which are required to be disclosed in the Prospectus are disclosed therein; (c) except as disclosed in the Prospectus, none of the Company, the Operating Partnership or any of the Subsidiary Entities, or, 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 best of the properties knowledge of the Company and the Operating Partnership, any lessee under a lease relating to any of the Properties, is in default under any of the leases relating to the 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 leases, except such defaults that would not have a material adverse effect on the condition, financial or otherwise, or on the earnings, business affairs or business prospects of the Company, the Operating Partnership and the Subsidiary Entities considered as one enterprise; (d) no tenant under any of the leases pursuant to which the Company, the Operating Partnership or any of the Subsidiary Entities leases any of its subsidiaries real property or improvements has an option to purchase the premises demised under such lease; (e) each of the Properties is in compliance with all applicable codes and do zoning laws and regulations, except for such failures to comply which would not interfere individually or in the aggregate have a material adverse effect on the condition, financial or otherwise, or on the earnings, business affairs or business prospects of the Company, the Operating Partnership and the Subsidiary Entities considered as one enterprise; and (f) neither the Company nor the Operating Partnership has knowledge of any pending or threatened condemnation, zoning change, or other proceeding or action that will in any manner affect the size of, use of, improvements on, construction on, or access to the Properties, except such proceedings or actions that would not have a material respect with adverse effect on the use made condition, financial or proposed to be made otherwise, or on the earnings, business affairs or business prospects of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by Company, 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; Operating Partnership 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 operateSubsidiary Entities considered as one enterprise.

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 (i) The Transaction Entities and their respective Subsidiaries have good and marketable title (fee or, in the case of ground leases and as disclosed in the General Disclosure PackageTime of Sale Prospectus, the Company and its subsidiaries have (ia valid leasehold interest) 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 case, free and clear of all liens, encumbrances encumbrances, claims, security interests, restrictions and defects defects, except such as are disclosed in the Time of Sale Prospectus or do not, singly or in the aggregate, materially adversely affect the value of such Property and do not materially interfere with the use made and proposed to be made of such Property by the Transaction Entities and their respective Subsidiaries; (xii) are except as otherwise set forth in or described in the General Disclosure Package Time of Sale Prospectus, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the Transaction Entities and their respective Subsidiaries and such mortgages and deeds of trust are not cross-defaulted with respect any loan not made to, or cross-collateralized to any property not owned directly or indirectly by, the Company’s revolving credit facilityCompany or any of the Subsidiaries; (iii) except as otherwise set forth in or described in the Time of Sale Prospectus and the Prospectus, (y) are liens 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 encumbrances under operating agreementstheir respective Subsidiaries, unitization taken as a whole, and pooling agreements, production sales contracts, farmout agreements none of the Transaction Entities and other oil and gas exploration, participation and production agreementstheir respective Subsidiaries know of any such condemnation or zoning change which is threatened and, in each case that secure payment of amounts 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 yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary arising from transactions in the oil ordinary course of business; (iv) each of the Properties complies with all applicable codes, laws and gas industry 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 Time of Sale Prospectus and except for such failures to comply that would not individually or arise in connection with drilling and production operations, or (z) do not the aggregate reasonably be expected to 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 Properties 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 the Properties by the Company or its subsidiariesTransaction Entities and their respective Subsidiaries; (v) the Transaction Entities and their respective Subsidiaries each has obtained title insurance on the fee interests in each of the Properties, in an amount that is commercially reasonable for each Property, but at least equal to the original purchase price of each such Property, and all such policies of insurance are in full force and effect; (vi) except as otherwise described in the Time of Sale Prospectus and the working interests derived from oilProspectus, gas and mineral leases or mineral interests that constitute a portion neither of the real property held or leased by Transaction Entities nor their respective Subsidiaries or, to the Company and its subsidiaries, reflect in all material respects the rights best knowledge of the Company and its subsidiaries Company, any tenant of any of the Properties, is in default under (x) any space lease (as lessor or lessee, as the case may be) relating to exploreany of the Properties, develop (y) any of the mortgages or produce hydrocarbons from such real property in other security documents or other agreements encumbering or otherwise recorded against the manner contemplated by Properties, or (z) any ground lease, sublease or operating sublease relating to any of the General Disclosure PackageProperties, and the care taken by Transaction Entities do not know of any event which, but for the Company and its subsidiaries 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 acquiring or (x), (y) and (z) immediately above any such default that would not have a Material Adverse Effect on the Transaction Entities and their respective Subsidiaries, taken as a whole; (vii) except as otherwise procuring such leases or other property interests was generally consistent with standard industry practices described in the areas in which Time of Sale Prospectus and the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to exploreProspectus, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf no tenant under any of the Company leases at the Properties has a right of first refusal to purchase the premises demised under such lease; and its subsidiaries that have not yet been drilled or included (viii) neither the Transaction Entities nor any of their respective Subsidiaries owns any real property other than the Properties described in a unit for drillingthe Registration Statement, the Company Time of Sale Prospectus 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 (A) The Transaction Entities, each 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, have good and marketable fee or leasehold title to the Properties, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances 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 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 materially interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company Transaction Entities, any of their respective subsidiaries or its subsidiariesany Related Entity; (B) except as disclosed in the Registration Statement, the General Disclosure Package and the working interests derived from oilProspectus, gas none of the Transaction Entities, any of their respective subsidiaries or any Related Entity owns any real property other than the Properties; (C) each of the ground leases, subleases and mineral leases sub-subleases relating to a Property, if any, material to the business of the Transaction Entities and their respective subsidiaries, considered as one enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or mineral interests that proposed to be made of such Property by either of the Transaction Entities, any of their respective subsidiaries or any Related Entity, and (1) no default or event of default has occurred under any ground lease, sublease or sub-sublease with respect to such Property and none of the Transaction Entities, any of their respective subsidiaries or any Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a portion default under such ground lease, sublease or sub-sublease and (2) none of the real property held Transaction Entities, any of their respective subsidiaries or leased any Related Entity has received any notice of any material 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 Transaction Entities, any of their respective subsidiaries or any Related Entity under any of the ground leases, subleases or sub-subleases mentioned above, or affecting or questioning the rights of the Transaction Entities, any of their respective subsidiaries or any Related Entity to the continued possession of the leased, subleased or sub-subleased premises under any such ground lease, sublease or sub-sublease; (D) all liens, charges, encumbrances, claims or restrictions on any of the Properties and its the assets of either of the Transaction Entities, any of their respective subsidiaries or any Related Entity that are required to explore, develop or produce hydrocarbons from such real property be disclosed in the manner contemplated by Registration Statement or the Prospectus are disclosed therein; (E) no tenant under any of the leases at the Properties has a right of first refusal or an option 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 Registration Statement, the General Disclosure Package, Package and the care taken by the Company Prospectus and its subsidiaries with respect except for such failures to acquiring comply that would not, singly or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which aggregate, reasonably be expected to have a Material Adverse Effect; (G) the Company mortgages 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 deeds of trust that encumber certain of the Company Properties are not convertible into equity securities of the entity owning such Property and its said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than certain other Properties; and (H) none of the 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 leases governing the Properties and 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 leases, except such defaults that have not yet been drilled would not, 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 The Company and its subsidiaries have (i) good and defensible title to all of the interests in oil and gas properties underlying the Company’s estimates of its net proved reserves contained in the General Disclosure Package and (ii) good and marketable title to all other real and personal property reflected in the General Disclosure Package as assets owned by any of them (if any) and good title to all other properties owned by any of them, in each case case, free and clear of all liens, encumbrances and defects Liens except such as (xa) are described in the Registration Statement, the General Disclosure Package with respect and the Prospectus or (b) would not, individually or in the aggregate, reasonably be expected to the Company’s revolving credit facilityhave a Material Adverse Effect; all real property, (y) are liens and encumbrances under operating agreements, unitization and pooling agreements, production sales contracts, farmout agreements buildings and other oil improvements, and gas explorationall equipment and other property, participation and production agreements, in each case that secure payment of amounts not yet due and payable for the performance of other unmatured obligations and are of a scope and nature customary in the oil and gas industry held under lease or arise in connection with drilling and production operations, or (z) do not materially affect the value of the properties of the Company and its subsidiaries and do not interfere in any material respect with the use made or proposed to be made of such properties sublease by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and of its subsidiaries are is held by them under valid, subsisting and enforceable leasesleases or subleases, as the case may be, with such exceptions as are not material would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by neither the Company or nor any of its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests subsidiaries has received any notice of any claim of any sort that constitute a portion of the real property held or leased has been asserted by the Company and its subsidiaries, reflect in all material respects anyone adverse to the rights of the Company and or any of its subsidiaries to exploreunder any of the leases or subleases mentioned above, develop except for such claims which, if successfully asserted against the Company or produce hydrocarbons from such real property any of its subsidiaries, would not, individually or in the manner contemplated by the General Disclosure Packageaggregate, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf of the Company and its subsidiaries that have not yet been drilled or included result in a unit for drilling, the Material Adverse Effect. The Company and its subsidiaries have carried out good and marketable title to the portfolio of commercial real estate debt investments described in the Registration Statement, the General Disclosure Package and the Prospectus, except for those commercial real estate debt investments that (i) have been securitized as part of one or more of the Company’s collateralized debt obligations, have conditionally been assigned to a lender/buyer counterparty pursuant to a master repurchase agreement, in respect of which the Company has a binding and enforceable right to repurchase such title investigations debt investments from such lender/buyer counterparty, subject to and in accordance with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateterms of that repurchase agreement.

Title to Property. Except (A) The Transaction Entities, any of the Subsidiaries or any joint venture in which the Transaction Entities or any of the Subsidiaries owns an interest (each such joint venture being referred to as disclosed a “Related Entity”), as the case may be, have good and marketable fee or leasehold title to the Properties, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances 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 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 materially interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company Transaction Entities, any of the Subsidiaries or its subsidiaries; any Related Entity, (B) except as disclosed in the Registration Statement, the General Disclosure Package and the working interests derived from oilProspectus, gas neither the Transaction Entities, any of the Subsidiaries or any Related Entity owns any real property other than the Properties, (C) each of the ground leases, subleases and mineral leases sub-subleases relating to a Property, if any, material to the business of the Transaction Entities and the Subsidiaries, considered as one enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or mineral interests that proposed to be made of such Property by the Transaction Entities nor, any of the Subsidiaries or any Related Entity, and (1) no default or event of default has occurred under any ground lease, sublease or sub-sublease with respect to such Property and none of the Transaction Entities, any of the Subsidiaries or any Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a portion default under such ground lease, sublease or sub-sublease and (2) none of the real property held Transaction Entities, any of the Subsidiaries or leased any Related Entity has received any notice of any material 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 Transaction Entities, any of the Subsidiaries or any Related Entity under any of the ground leases, subleases or sub-subleases mentioned above, or affecting or questioning the rights of the Transaction Entities, any of the Subsidiaries or any Related Entity to the continued possession of the leased, subleased or sub-subleased premises under any such ground lease, sublease or sub-sublease, (D) all liens, charges, encumbrances, claims or restrictions on any of the Properties and its subsidiaries the assets of the Transaction Entities, any of the Subsidiaries or any Related Entity that are required to explore, develop or produce hydrocarbons from such real property be disclosed in the manner contemplated by Registration Statement or the Prospectus are disclosed therein, (E) no tenant under any of the leases at the Properties has a right of first refusal or an option 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 Registration Statement, the General Disclosure PackagePackage or the Prospectus and except for such failures to comply that would not, and the care taken by the Company and its subsidiaries with respect to acquiring singly or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which aggregate, reasonably be expected to have a Material Adverse Effect, (G) the Company mortgages 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 deeds of trust that encumber certain of the Company Properties are not convertible into equity securities of the entity owning such Property and its subsidiaries said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than certain other Properties and (H) none of the Transaction Entities, any of the 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 leases governing the Properties and none of the Transaction Entities, any of the 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 leases, except such defaults that have not yet been drilled would not, 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 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 (A) The Company, any of its subsidiaries or any joint venture in which the Company or any of its 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 other assets, 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 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 related Property or other asset and do not materially interfere with the use made and proposed to be made of such Property or other asset by the Company, any of its subsidiaries or any Related Entity; (B) except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, none of the Company, any of its 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; (C) each of the ground leases, subleases and sub-subleases relating to a Property, if any, material to the business of the Company and its subsidiaries taken as a whole are in full force and effect, with such exceptions as 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; Company, any other real property and buildings held under lease by the Company and of its subsidiaries are held by them or any Related Entity, and (1) no default or event of default has occurred under validany ground lease, subsisting sublease or sub-sublease with respect to such Property and enforceable leasesnone of the Company, any of its subsidiaries or any Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under such exceptions as are not material ground lease, sublease or sub-sublease and do not interfere in (2) none of the Company, any of its subsidiaries or any Related Entity has received any notice of any material respect with the use made and proposed claim of any sort that has been asserted by 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 Company, any of its subsidiaries or any Related Entity under any of the ground leases, subleases or sub-subleases mentioned above, or affecting or questioning the rights of the Company, any of its subsidiaries or any Related Entity to explorethe continued possession of the leased, develop subleased or produce hydrocarbons from sub-subleased premises under any such real property ground lease, sublease or sub-sublease; (D) all security interests, mortgages, pledges, liens, encumbrances, claims or equities on any of the Properties and other assets of the Company, any of its subsidiaries or any Related Entity that are required to be disclosed in the manner contemplated by Registration Statement or the Prospectus are disclosed therein; (E) 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 regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access), except as disclosed in the Registration Statement, the General Disclosure Package, Package and the care taken by the Company Prospectus and its subsidiaries with respect except for such failures to acquiring comply that would not, singly or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which the Company aggregate, reasonably be expected to have a Material Adverse Effect; and its subsidiaries operate for acquiring (G) no mortgage or procuring leases and interests therein to explore, develop or produce hydrocarbons. With respect to deed of trust encumbering a Property is convertible into ownership 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 entity owning such Property and, except as disclosed in a unit for drillingthe Registration Statement, the Company General Disclosure Package and its subsidiaries have carried out such title investigations in accordance the Prospectus, no mortgage or deed of trust on any Property is cross-defaulted or cross-collateralized with the reasonable practice in the oil and gas industry in the areas in which the Company and its subsidiaries operateany other 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) Each of 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, has good and marketable fee or leasehold title to the Properties, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind (excluding taxes, assessments and fees not yet due and payable), 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 the knowledge of the Transaction Entities, would not, singly 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 any of the Company and its subsidiaries Properties and do not materially interfere with the use made and proposed to be made of any of the Properties by the Transaction Entities, any of their respective subsidiaries or any Related Entity; (B) none of the Transaction Entities, any of their respective subsidiaries or any Related Entity owns any real property other than the Properties; (C) to the knowledge of the Transaction Entities, each of the ground leases, subleases and sub-subleases relating to a Property, if any, material to the business of the Transaction Entities and their respective subsidiaries, considered as one enterprise, are in any material respect full force and effect, with such exceptions as do not materially interfere with the use made or proposed to be made of such properties Properties (taken as a whole) by either of the Company Transaction Entities, any of their respective subsidiaries or its subsidiaries; any other real property Related Entity, and buildings held (1) to the knowledge of the Transaction Entities, no default or event of default has occurred under lease by any such ground lease, sublease or sub-sublease with respect to any of the Company Properties and its none of the Transaction Entities, any of their respective subsidiaries are held by them or any Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a default under validsuch ground lease, subsisting sublease or sub-sublease and enforceable leases(2) none of the Transaction Entities, with such exceptions as are not material and do not interfere in any of their respective subsidiaries or any Related Entity has received any notice of any material respect with the use made and proposed claim of any sort that has been asserted by 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 Transaction Entities, any of their respective subsidiaries or any Related Entity under any of the material ground leases, subleases or sub-subleases mentioned above, or affecting or questioning the rights of the Transaction Entities, any of their respective subsidiaries or any Related Entity to the continued possession of the leased, subleased or sub-subleased premises under any such ground lease, sublease or sub-sublease; (D) all liens, charges, encumbrances, claims or restrictions on any of the Properties and its the assets of either of the Transaction Entities, any of their respective subsidiaries or any Related Entity that are required to explore, develop or produce hydrocarbons from such real property be disclosed in the manner contemplated Registration Statement or the Prospectus are disclosed therein; (E) to the knowledge of the Transaction Entities, no tenant under any of the leases at the Properties or any other party has a right of first refusal, right of first offer or an option to purchase any of the Properties, except for such rights or options that have been expressly waived in writing by such parties, which written waivers have been provided to the Representatives; (F) to the knowledge of the Transaction Entities, none of the Properties fails to comply with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except if and to the extent disclosed in the Registration Statement, the General Disclosure PackagePackage or the Prospectus and except for such failures to comply that would not, and the care taken by the Company and its subsidiaries with respect to acquiring singly or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which aggregate, reasonably be expected to have a Material Adverse Effect; (G) the Company mortgages and its subsidiaries operate for acquiring or procuring leases and interests therein to exploredeeds of trust, develop or produce hydrocarbons. With respect to interests in oil and gas properties obtained by or on behalf if any, that encumber any of the Company Properties are not convertible into equity securities of the entity owning such Property and its said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than certain other Properties; and (H) none of the Transaction Entities, any of their respective subsidiaries or any Related Entity or, to the knowledge of the Transaction Entities, any lessee of any of the Properties is in default under any of the leases governing the Properties and there is no 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 leases, except such defaults that have not yet been drilled would not, 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 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 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 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 (1) ARC, the Company and their respective Subsidiaries will have good and marketable title in fee simple to all of the properties and other assets owned by them described in the Prospectus as owned by ARC, the Company or their respective Subsidiaries (the "Properties"), in each case, free and clear of all Liens, except as disclosed in the General Disclosure PackageOffering Memorandum or such as would not reasonably be expected to have a Material Adverse Effect; (2) all material Liens on or affecting the Properties are disclosed in the Offering Memorandum and none of ARC, the Company or their respective Subsidiaries are in default under any such Lien; (3) neither ARC nor the Company is in violation of any municipal, state or federal law, rule or regulation concerning the Properties or any part thereof which violation would have, or reasonably be expected to have, a Material Adverse Effect; (4) each of the Properties complies with all applicable zoning laws, laws, ordinances, regulations, development agreements, reciprocal easement agreements, ground or airspace leases and deed restrictions or other covenants, except where the failure to comply would not result in or reasonably be expected to result in, a Material Adverse Effect or could not result in a forfeiture or reversion of title; (5) none of ARC, the Company or any of their respective Subsidiaries has received from any Governmental Authority any written notice of any condemnation of or zoning change materially affecting the Properties or any part thereof, and none of ARC, the Company or any of their respective Subsidiaries knows of any such condemnation or zoning change which is threatened and which if consummated would have, or reasonably be expected to have, a Material Adverse Effect. ARC, the Company and its subsidiaries 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 to all real property owned by ARC, the Company and their respective Subsidiaries and good 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 facilityOffering Memorandum 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 adversely 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 ARC, the Company or its subsidiariesany of their respective Subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion all 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 subleases material to explore, develop or produce hydrocarbons. With respect 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 drillingARC, the Company and its subsidiaries have carried out such title investigations in accordance with their respective Subsidiaries, considered as one enterprise, and under which ARC, the reasonable practice Company or any of their respective Subsidiaries holds properties described in the oil Offering Memorandum, are in full force and gas industry in the areas in which effect, and none of ARC, the Company and its or any of their respective Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of ARC, the Company or any of their respective Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of ARC, the Company or any of their respective subsidiaries operateto the continued possession of the leased or subleased premises under any such lease or sublease.

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

Title to Property. Except (A) The Operating Partnership, any of the Subsidiaries or any joint venture in which the Operating Partnership or any of the Subsidiaries owns an interest (each such joint venture being referred to as disclosed a “Related Entity”), as the case may be, have good and marketable fee or leasehold title to the Properties, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances 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 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 materially interfere in any material respect with the use made or proposed to be made of such properties by the Company or its subsidiaries; any other real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company Operating Partnership, any of the Subsidiaries or its subsidiariesany Related Entity; (B) except as disclosed in the Registration Statement, the General Disclosure Package and the working interests derived from oilProspectus, gas neither the Operating Partnership nor any of the Subsidiaries or any Related Entity owns any real property other than the Properties; (C) each of the ground leases, subleases and mineral leases sub-subleases relating to a Property, if any, material to the business of the Operating Partnership and the Subsidiaries, considered as one enterprise, are in full force and effect, with such exceptions as do not materially interfere with the use made or mineral interests that proposed to be made of such Property by the Operating Partnership, any of the Subsidiaries or any Related Entity, and (1) no default or event of default has occurred under any ground lease, sublease or sub-sublease with respect to such Property and none of the Operating Partnership, any of the Subsidiaries or any Related Entity has received any notice of any event which, whether with or without the passage of time or the giving of notice, or both, would constitute a portion default under such ground lease, sublease or sub-sublease and (2) none of the real property held Operating Partnership, any of the Subsidiaries or leased any Related Entity has received any notice of any material 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 Operating Partnership, any of the Subsidiaries or any Related Entity under any of the ground leases, subleases or sub-subleases mentioned above, or affecting or questioning the rights of the Operating Partnership, any of the Subsidiaries or any Related Entity to the continued possession of the leased, subleased or sub-subleased premises under any such ground lease, sublease or sub-sublease; (D) all liens, charges, encumbrances, claims or restrictions on any of the Properties and its subsidiaries the assets of the Operating Partnership, any of the Subsidiaries or any Related Entity that are required to explore, develop or produce hydrocarbons from such real property be disclosed in the manner contemplated by Registration Statement or the Prospectus are disclosed therein; (E) no tenant under any of the leases at the Properties has a right of first refusal or an option 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 Registration Statement, the General Disclosure PackagePackage or the Prospectus and except for such failures to comply that would not, and the care taken by the Company and its subsidiaries with respect to acquiring singly or otherwise procuring such leases or other property interests was generally consistent with standard industry practices in the areas in which aggregate, reasonably be expected to have a Material Adverse Effect; (G) the Company mortgages 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 deeds of trust that encumber certain of the Company Properties are not convertible into equity securities of the entity owning such Property and its subsidiaries said mortgages and deeds of trust are not cross-defaulted or cross-collateralized with any property other than certain other Properties; and (H) none of the Operating Partnership, any of the Subsidiaries or any Related Entity or, to the knowledge of the Operating Partnership, any lessee of any of the Properties is in default under any of the leases governing the Properties and none of the Operating Partnership, any of the 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 leases, except such defaults that have not yet been drilled would not, 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 otherwise disclosed in the General Disclosure PackagePackage and the Final Prospectus, and except as would not have a Material Adverse Effect on the Company and its subsidiaries have taken as a whole: (i) good and defensible title to all each of the interests in oil Company 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 all other real properties and personal property reflected assets described in the General Disclosure Package and the Final Prospectus as assets owned by themsuch party; (ii) all of the leases under which the Company or any of its subsidiaries holds or uses real property or assets as a lessee are in full force and effect, and neither the Company nor any of its subsidiaries is in each case free material default in respect of any of the terms or provisions of any of such leases and clear no claim has been asserted by anyone adverse to any such party’s rights as lessee under any of such leases, or affecting or questioning any such party’s right to the continued possession or use of the leased property or assets under any such leases; (iii) all liens, encumbrances charges, encumbrances, claims, or restrictions on or affecting the properties and defects except such as (x) assets of the Company or any of its subsidiaries that are described required to be disclosed in the General Disclosure Package with respect and the Final Prospectus are disclosed therein; (iv) neither the Company, any of its subsidiaries nor, to the knowledge of the Company, any lessee of any portion of any such party’s revolving credit facilityproperties is in default under any of the leases pursuant to which the Company or any of its subsidiaries leases its properties to third parties and neither the Company nor any of its subsidiaries knows of any event which, (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 but for the performance passage of other unmatured obligations and are time or the giving of a scope and nature customary in the oil and gas industry or arise in connection with drilling and production operationsnotice, or both, would constitute a default under any of such leases; (zv) do not materially affect no tenant under any lease pursuant to which the value Company or any of its subsidiaries leases its properties has an option or right of first refusal to purchase the premises leased thereunder; (vi) to the best of its knowledge, each of the properties of the Company and or any of its subsidiaries complies with all applicable codes and do not interfere zoning laws and regulations; and (vii) neither the Company nor any of its subsidiaries has knowledge of any pending or threatened condemnation, zoning change or other proceeding or action that will in any material respect with manner affect the size or use made of, improvements or proposed construction on or access to be made the properties of such properties 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 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 Each of the Company’s subsidiaries, as disclosed in applicable, has good and insurable fee or leasehold (as applicable) title to the General Disclosure PackageInitial 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 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 (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 (or, if due and are of a scope and nature customary payable, not yet delinquent), (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 not, singly or in the aggregate, giving effect to applicable title insurance, materially and adversely affect the value of the properties of the Company and its subsidiaries and do not such property or 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 currently made and proposed to be made of such property and buildings by the Company or its subsidiaries; and subsidiaries as described in the working interests derived from oil, gas and mineral leases or mineral interests that constitute a portion Prospectus. All of the real property held or leased by leases and subleases material to the business of 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. No Person has any possessory interest in any Initial Property or right to occupy the same except under and pursuant to (i) the provisions of leases with the Company, develop (ii) licenses or produce hydrocarbons from such real property easements entered into by the Company, any of its subsidiaries or CWH or any of its subsidiaries in the manner contemplated by the General Disclosure Packageordinary course of their business or (iii) liens, claims, encumbrances 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 operaterestrictions described above.

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.