Common use of Real Property; Personal Property Clause in Contracts

Real Property; Personal Property. (a) The Compression Group Entities own good and indefeasible fee simple title to the real property (the “Owned Real Property”) described on Schedule 3.18(a), free and clear of all Encumbrances, other than Permitted Encumbrances. (b) Schedule 3.18(b) lists all leases of real property (and the lands covered thereby) pursuant to which any Compression Group Entity leases real property (all such listed leases collectively, the “Scheduled Leases”), together with a general description of any improvements located thereon, in each case specifying the name of the lessor, lessee, sublessor or sublessee (if any) and the date and term of each lease. A true and complete copy of each of the Scheduled Leases, as amended to date, has been furnished or made available to Acquiror. The Compression Group Entities party to the Scheduled Leases hold the leasehold interest created pursuant to each Scheduled Lease, free and clear of all Encumbrances, other than Permitted Encumbrances. The real property leased under the Scheduled Leases is referred to herein as the “Leased Real Property.” (c) The Real Property constitutes all of the real property that has been used in connection with the ownership and operations of the Compression Business since December 31, 2016. Since December 31, 2016, no casualty loss has occurred with respect to the improvements located on the Real Property. To the Knowledge of the Contributor Parties, all of the Real Property has direct access to public roads without the use of any easement, license or right of way. (d) Schedule 3.18(d) lists (i) all compression units, (ii) all treating units and (iii) all other material equipment, tools, machinery, parts, products, materials, supplies, cars, trucks, trailers and other rolling stock and each other item of tangible personal property, in each case owned or leased by the Compression Group Entities or used in or necessary for the conduct of the Compression Business, as of September 30, 2017 (collectively, the “Tangible Personal Property”). The Compression Group Entities have good title to, or valid leasehold or license interests in, all of the Tangible Personal Property free and clear of all Encumbrances, other than Permitted Encumbrances, and other than items of Tangible Personal Property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practice. (e) At and following the Closing, the Tangible Personal Property will (i) constitute all of the tangible personal property necessary or required to permit Acquiror to carry on the Compression Business in substantially the same manner as presently conducted and as conducted since December 31, 2016 and (ii) constitute at least all of the tangible personal property used in the Compression Business presently, in each case except for such tangible personal property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practice.

Real Property; Personal Property. (a) The Compression Group Entities Sellers do not own good any real property. (b) Section 5.13(b) of the Disclosure Schedule sets forth a true, accurate, and indefeasible fee simple title to the complete list of all leased real property that are used for, or held for use in, the Business (such real property, the “Owned Leased Real Property”) described which any Seller as tenant or lessee leases, subleases, licenses, rents or otherwise occupies under any lease, sublease, license or other occupancy agreement as a tenant, subtenant or licensee as of the date of this Agreement. The Sellers have made available true and complete copies of each lease for the Leased Real Property (each, a “Lease”), including any guarantees, modifications, amendments, extensions and/or assignments thereto or thereof. Except as disclosed on Schedule 3.18(a)Section 5.13(b) of the Disclosure Schedule, there are no subleases or similar written agreements granting to any Person (other than the Sellers) the right to use or occupy any Leased Real Property. Except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, or subject to general principles of equity, the applicable Seller has a valid, binding and enforceable leasehold interest under the applicable Lease for each of the Leased Real Properties, as applicable, in each case free and clear of all Liens except Permitted Liens. As of the date of this Agreement, (i) the applicable Seller has complied in all material respects with the terms of all Leases, (ii) all such Leases are in full force and effect, enforceable in accordance with their terms against the applicable Seller and, to the Knowledge of Seller, the counterparties thereto, and (iii) no event has occurred and no circumstances exists, which, if not remedied, and whether with or without the passage of time or both would result in a material breach or material default under any Lease. There has been no rent deferred under any Lease due to COVID-19 or otherwise that is currently unpaid or outstanding. To the Knowledge of Seller, each Leased Real Property is in material compliance with applicable laws, including zoning laws. (c) Except as set forth on Section 5.13(c) of the Disclosure Schedule, the applicable Seller has a valid leasehold interest in the Leased Real Property, free and clear of all Encumbrances, Liens (other than Permitted Encumbrances. (b) Schedule 3.18(b) lists Liens). The Sellers have good and valid title to, or in the case of leased tangible assets and other personal property, a valid leasehold interest in, all leases of real the material tangible assets and other personal property (and that are necessary to conduct the lands covered thereby) pursuant to which any Compression Group Entity leases real property (all such listed leases collectively, Business as it is conducted on the “Scheduled Leases”), together with a general description of any improvements located thereondate hereof, in each case specifying the name of the lessor, lessee, sublessor or sublessee (if any) and the date and term of each lease. A true and complete copy of each of the Scheduled Leases, as amended to date, has been furnished or made available to Acquiror. The Compression Group Entities party to the Scheduled Leases hold the leasehold interest created pursuant to each Scheduled Leasecase, free and clear of all Encumbrances, Liens (other than Permitted EncumbrancesLiens). The real All such material tangible assets and other personal property leased under the Scheduled Leases is referred to herein as the “Leased Real Propertyare in operating condition and repair, normal wear and tear excepted.” (cd) The Leased Real Property constitutes all of the leased real property that has been is used in connection with for, or held for use in, the ownership and operations of the Compression Business since December 31, 2016. Since December 31, 2016, no casualty loss has occurred with respect to the improvements located on the Real PropertyBusiness. To the Knowledge of the Contributor PartiesSeller, all no portion of the Leased Real Property has direct access is subject to public roads without the use of any easement, license pending or right of way. (d) Schedule 3.18(d) lists (i) all compression units, (ii) all treating units and (iii) all threatened condemnation or other material equipment, tools, machinery, parts, products, materials, supplies, cars, trucks, trailers and other rolling stock and each other item of tangible personal property, in each case owned or leased similar proceeding by the Compression Group Entities or used in or necessary for the conduct of the Compression Business, as of September 30, 2017 (collectively, the “Tangible Personal Property”). The Compression Group Entities have good title to, or valid leasehold or license interests in, all of the Tangible Personal Property free and clear of all Encumbrances, other than Permitted Encumbrances, and other than items of Tangible Personal Property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practiceany Governmental Body. (e) At and following All of the Closing, items of personal property under the Tangible Personal Property will Leases are in operating condition and repair (iordinary wear and tear excepted) constitute and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the tangible personal property necessary Personal Property Lease applicable thereto during the term of such lease. The Sellers have delivered or required otherwise made available to permit Acquiror to carry on the Compression Business in substantially the same manner as presently conducted Purchaser true, correct and as conducted since December 31, 2016 and (ii) constitute at least all complete copies of the tangible personal property used Personal Property Leases, together with all amendments, modifications or supplements thereto. (f) Each Seller has a valid and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the Compression Business presentlyPersonal Property Leases is in full force and effect. There is no material default under any Personal Property Lease by the applicable Seller or, in each case except for such tangible personal property conveyedto the Knowledge of Seller, replacedby any other party thereto, soldand no event has occurred that with the lapse of time or the giving of notice or both would constitute a material default thereunder. To the Knowledge of Seller, retired or disposed no party to any of in the ordinary course of business consistent Personal Property Leases has exercised any termination rights with past practicerespect thereto.

Real Property; Personal Property. (a) The Compression Group Entities Company does not own good and indefeasible fee simple title to the any real property in fee or otherwise (except for the “Owned Real Property”) described on Schedule 3.18(aleasehold interests referred to in this Section 4.15), free and clear of all Encumbrances, other than Permitted Encumbrances. (b) Schedule 3.18(bSCHEDULE 4.15(B) lists sets forth a true, correct and complete list of all leases of leases, subleases and other agreements under which the Company uses or occupies or has the right to use or occupy any real property (the "Real Property Leases" and the lands covered thereby) pursuant to which any Compression Group Entity leases real property (all governed by such listed leases collectively, the “Scheduled Leases”), together with a general description of any improvements located thereon, in each case specifying the name of the lessor, lessee, sublessor or sublessee (if any) and the date and term of each lease. A true and complete copy of each of the Scheduled Leases, as amended to date, has been furnished or made available to Acquiror. The Compression Group Entities party to the Scheduled Leases hold the leasehold interest created pursuant to each Scheduled Lease, free and clear of all Encumbrances, other than Permitted Encumbrances. The real property leased under the Scheduled Real Property Leases is referred to herein as the “Leased "Real Property"). The Company has heretofore delivered to the Buyer true, correct and complete copies of all Real Property Leases (including all written modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company as tenant thereunder are current, and no termination event or condition or uncured default of a material nature on the part of the Company or, to the Knowledge of the Seller Parties, on the part of any other party thereto exists under any Real Property Lease. All such Real Property Leases will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effect immediately following the consummation of the transactions contemplated hereby. The Company has a good and valid leasehold interest in each parcel of Real Property leased by it, free and clear of all mortgages, pledges, liens, encumbrances and security interests, except (i) those reflected or reserved against in the balance sheet included in the Financial Statements, (ii) Taxes and general and special assessments not in default and payable without penalty and interest, and (iii) other liens, mortgages, pledges, encumbrances and security interests which do not materially interfere with the Company's use of such Real Property or materially detract from or diminish the value thereof.” (c) The To the Knowledge of the Seller Parties the buildings and improvements on the Real Property constitutes all (i) are in good operating condition and repair and are adequate and suitable for the purposes for which they are currently being used; and (ii) to the Knowledge of the real Seller Parties, have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations. (d) SCHEDULE 4.15(D) sets forth a true, accurate and complete list of each item of tangible personal property that has been with an original cost in excess of $3,000 used in connection with the ownership and operations of the Compression Business since December 31, 2016. Since December 31, 2016, no casualty loss has occurred with respect to the improvements located on the Real PropertyCompany's business. To the Knowledge of the Contributor Parties, all of the Real Property has direct access to public roads without the use of any easement, license or right of way. (d) Schedule 3.18(d) lists (i) all compression units, (ii) all treating units and (iii) all other material equipment, tools, machinery, parts, products, materials, supplies, cars, trucks, trailers and other rolling stock and each other item of tangible personal property, in each case owned or leased by the Compression Group Entities or used in or necessary for the conduct of the Compression Business, as of September 30, 2017 (collectively, the “Tangible Personal Property”). The Compression Group Entities have good title to, or valid leasehold or license interests in, all of the Tangible Personal Property free and clear of all Encumbrances, other than Permitted Encumbrances, and other than items of Tangible Personal Property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practice. (e) At and following the Closing, the Tangible Personal Property will (i) constitute Seller Parties all of the tangible personal property necessary in excess of $3,000 primarily used by the Company in its business is either owned or required to permit Acquiror to carry on leased by the Compression Business Company. Except as disclosed in substantially SCHEDULE 4.15(D), the same manner as presently conducted Company is in possession of and as conducted since December 31has good title to, 2016 and (ii) constitute at least or has valid leasehold interests in, all of the tangible personal property used in the Compression Business presently, in each case except for business of the Company. All such tangible personal property conveyedis owned by the Company, replacedfree and clear of all liens and other encumbrances other than those which do not materially FINAL interfere with the current use of such property or materially detract from the value thereof, soldor is leased under valid and subsisting leases, retired or disposed of and in any case, is in good working condition and is adequate and suitable for the ordinary course of business consistent with past practicepurpose for which it is currently being used.

Real Property; Personal Property. (a) The Compression Group Entities own good Neither the Company nor any of its Subsidiaries owns any real property. Section 4.13(a) of the Company Disclosure Schedule contains a correct and indefeasible fee simple title to complete list of (i) all premises leased or subleased or otherwise occupied by the real property Company or any of its Subsidiaries Table of Contents as tenant or subtenant (the “Owned Leased Real Property”) described on Schedule 3.18(a), free and clear of all Encumbrances, other than Permitted Encumbrances. (b) Schedule 3.18(b) lists all leases of real property (and the lands covered thereby) pursuant to which any Compression Group Entity leases real property (all such listed leases collectively, the “Scheduled Leases”), together with a general description correct and complete list of all such leases, subleases or other similar agreements (the “Real Property Leases”), and (ii) all Liens (other than Permitted Liens) relating to or affecting the Leased Real Property. Neither the Company nor any improvements located thereon, of its Subsidiaries is in each case specifying the name material breach or material default under any of the lessorReal Property Leases and, lessee, sublessor or sublessee (if any) and to the date and term of each lease. A true and complete copy of each Knowledge of the Scheduled LeasesCompany, as amended no other party to date, the Real Property Leases is in material breach or material default thereunder. The Company has been furnished heretofore delivered or made available to Acquiror. The Compression Group Entities party to the Scheduled Leases hold the leasehold interest created pursuant to each Scheduled Lease, free Parent complete and clear accurate copies of all EncumbrancesReal Property Leases (including all modifications, other than Permitted Encumbrances. amendments and supplements thereto). (b) The real Company or a Subsidiary of the Company is in possession of and owns or has valid leasehold interests in, or valid rights under Contract to use, all tangible personal property leased under presently used in the Scheduled Leases is referred to herein as conduct of the “Leased Real PropertyBusiness by the Company and its Subsidiaries.” (c) The Real Property constitutes all Except as set forth in Section 4.13(c) of the real property that has been used Company Disclosure Schedule or as set forth in connection with the ownership and operations of the Compression Business since December 31, 2016. Since December 31, 2016, no casualty loss has occurred with respect to the improvements located on the Real Property. To the Knowledge of the Contributor Parties, all terms of the Real Property has direct access Leases, there are no leases, subleases, licenses or other agreements granting to public roads without any Person, other than the use Company or any of its Subsidiaries, any easementright to the possession, license use, occupancy or right enjoyment of waythe Leased Real Property or any portion thereof. (d) Schedule 3.18(dExcept as set forth in Section 4.13(d) lists (i) of the Company Disclosure Schedule, all compression unitsof the land, (ii) all treating units and (iii) all other material equipmentbuildings, tools, machinery, parts, products, materials, supplies, cars, trucks, trailers structures and other rolling stock and each other item of tangible personal property, in each case owned or leased improvements to real property used by the Compression Group Entities or used Company and its Subsidiaries in or necessary for the conduct of the Compression Business, as Business are located on the premises leased by the Company or any of September 30, 2017 (collectively, its Subsidiaries pursuant to the “Tangible Personal Property”). The Compression Group Entities have good title to, or valid leasehold or license interests in, all of the Tangible Personal Real Property free and clear of all Encumbrances, other than Permitted Encumbrances, and other than items of Tangible Personal Property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practiceLeases. (e) At and following the Closing, the Tangible Personal Property will (iExcept as set forth in Section 4.13(e) constitute all of the tangible personal property necessary or Company Disclosure Schedule, no Consents are required to permit Acquiror to carry on be obtained by the Compression Business Company or any of its Subsidiaries under the Real Property Leases in substantially connection with the same manner as presently conducted and as conducted since December 31, 2016 and (ii) constitute at least all performance by the Company or any of its Subsidiaries of its obligations hereunder or the consummation by the Company or any of its Subsidiaries of the tangible personal property used in the Compression Business presently, in each case except for such tangible personal property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practiceContemplated Transactions.

Real Property; Personal Property. (a) None of the Group Companies owns any real property. (b) Schedule 2.9(b) lists all real property leased, subleased or otherwise used or occupied by any Group Company as either lessor or lessee (each, a “Leased Real Property” and collectively, the “Leased Real Properties”), the name of the landlord, the name of the entity holding such leasehold interest and the street address of each Leased Real Property. (c) Schedule 2.9(c) sets forth a true, correct and complete list of all leases, subleases and other agreements (including all amendments thereto) with respect to the Leased Real Properties (each, a “Lease” and collectively, the “Leases”). True, correct and complete copies of each of the Leases have been made available to the Buyers. (d) The Compression Group Entities own good and indefeasible fee simple title to Leased Real Properties constitute all of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies. (the “Owned e) With respect to each Leased Real Property”) described , and except as set forth on Schedule 3.18(a)2.9(e): (i) the Company or one of the Company Subsidiaries has good leasehold title to such Leased Real Property, free and clear of any and all Liens except for Permitted Liens; (ii) subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity, the Lease for such Leased Real Property is legal, valid, binding, enforceable and in full force and effect in all respects, except where the failure of such Leased Real Property to be legal, valid, binding, enforceable or in full force and effect would not reasonably be expected to be material to the Group Companies; (iii) no Group Company has given or received any written notice of default under any Lease which has not been cured, no event has occurred or circumstance exists which, with the delivery of written notice, the passage of time or both, would constitute a material breach or material default under such Lease on the part of the applicable Group Company, nor, to the Knowledge of the Company, on the part of the other party thereto; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (v) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (vi) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vii) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; (viii) the buildings and improvements on the Leased Real Properties are in good operating condition and are adequate and suitable for their current uses and purposes, except where the failure of such Leased Real Property to be in good operating condition would not reasonably be expected to be material to the Group Companies; and (ix) to the Knowledge of the Company, no rights of first refusal or options to purchase are in effect as to all or any material portion of the Leased Real Property. (f) Except as set forth in Schedule 2.9(f) or except as would not reasonably be expected to be material to the Group Companies, a Group Company has good and marketable title to each item of equipment, machinery and other tangible personal property reflected in the Interim Financial Statements as owned by a Group Company, free and clear of all Encumbrances, Liens (other than Permitted EncumbrancesLiens). (bg) Except as set forth in Schedule 3.18(b2.9(g) lists all leases of real property (and or except as would not reasonably be expected to be material to the lands covered thereby) pursuant to which any Compression Group Entity leases real property (all such listed leases collectivelyCompanies, the “Scheduled Leases”buildings (including all components of such buildings, structures and other improvements), together with a general description of any improvements located thereonequipment, in each case specifying machinery and other tangible personal property owned or leased by, or licensed to, the name of Group Companies are sufficient to conduct the lessor, lessee, sublessor or sublessee (if any) and the date and term of each lease. A true and complete copy of each of the Scheduled Leases, as amended to date, has been furnished or made available to Acquiror. The Compression Group Entities party to the Scheduled Leases hold the leasehold interest created pursuant to each Scheduled Lease, free and clear of all Encumbrances, other than Permitted Encumbrances. The real property leased under the Scheduled Leases is referred to herein as the “Leased Real Property.” (c) The Real Property constitutes all of the real property that has been used in connection with the ownership business and operations of the Compression Business since December 31, 2016. Since December 31, 2016, no casualty loss has occurred with respect to Group Companies after the improvements located on the Real Property. To the Knowledge of the Contributor Parties, Closing in all of the Real Property has direct access to public roads without the use of any easement, license or right of way. (d) Schedule 3.18(d) lists (i) all compression units, (ii) all treating units and (iii) all other material equipment, tools, machinery, parts, products, materials, supplies, cars, trucks, trailers and other rolling stock and each other item of tangible personal property, respects in each case owned or leased by the Compression Group Entities or used in or necessary for the conduct of the Compression Business, as of September 30, 2017 (collectively, the “Tangible Personal Property”). The Compression Group Entities have good title to, or valid leasehold or license interests in, all of the Tangible Personal Property free and clear of all Encumbrances, other than Permitted Encumbrances, and other than items of Tangible Personal Property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practice. (e) At and following the Closing, the Tangible Personal Property will (i) constitute all of the tangible personal property necessary or required to permit Acquiror to carry on the Compression Business in substantially the same manner as presently conducted and as conducted since December 31, 2016 and (ii) constitute at least all of the date hereof. Except as set forth in Schedule 2.9(g) or except as would not reasonably be expected to be material to the Group Companies, such buildings, equipment, machinery and other tangible personal property used are in the Compression Business presentlyin all respects in good operating condition and maintenance and repair, in each case except for such tangible personal property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practicewear and tear excepted.

Real Property; Personal Property. (a) The Compression Group Entities own good and indefeasible fee simple title to Neither the Company nor any of its Subsidiaries owns any real property in fee or otherwise (except for the “Owned Real Property”) described on Schedule 3.18(aleasehold interests referred to in this Section 2.13), free and clear of all Encumbrances, other than Permitted Encumbrances. (b) Schedule 3.18(b2.13(b) lists sets forth a true, correct and complete list of all leases leases, subleases and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (the "Real Property Leases" and the lands covered thereby) pursuant to which any Compression Group Entity leases real property (all governed by such listed leases collectively, the “Scheduled Leases”), together with a general description of any improvements located thereon, in each case specifying the name of the lessor, lessee, sublessor or sublessee (if any) and the date and term of each lease. A true and complete copy of each of the Scheduled Leases, as amended to date, has been furnished or made available to Acquiror. The Compression Group Entities party to the Scheduled Leases hold the leasehold interest created pursuant to each Scheduled Lease, free and clear of all Encumbrances, other than Permitted Encumbrances. The real property leased under the Scheduled Real Property Leases is referred to herein as the “Leased "Real Property"). The Company has heretofore delivered to Parent true, correct and complete copies of all Real Property Leases (including all written modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company and its Subsidiaries as tenants thereunder are current, and no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary exists under any Real Property Lease. Each of the Company and its Subsidiaries has a good and valid leasehold interest in each parcel of Real Property leased by it, free and clear of all mortgages, pledges, liens, encumbrances and security interests, except (i) those reflected or reserved against in the balance sheet of the Company as of December 31, 1997, or March 31, 1998, included in the Financial Statements, (ii) Taxes and general and special assessments not in default and payable without penalty and interest, and (iii) other liens, mortgages, pledges, encumbrances and security interests which do not materially interfere with the Company's or such Subsidiary's use of such Real Property or materially detract from or diminish the value thereof.” (c) The Real Property constitutes all of Except as disclosed in Schedule 2.13(c), the real property that has been used in connection with the ownership buildings and operations of the Compression Business since December 31, 2016. Since December 31, 2016, no casualty loss has occurred with respect to the improvements located on the Real Property. To Property are adequate and suitable for the Knowledge of the Contributor Parties, all of the Real Property has direct access to public roads without the use of any easement, license or right of waypurposes for which they are currently being used. (d) Schedule 3.18(d) lists (i) all compression units, (ii) all treating units The Company and (iii) all other material equipment, tools, machinery, parts, products, materials, supplies, cars, trucks, trailers its Subsidiaries are in possession of and other rolling stock and each other item of tangible personal property, in each case owned or leased by the Compression Group Entities or used in or necessary for the conduct of the Compression Business, as of September 30, 2017 (collectively, the “Tangible Personal Property”). The Compression Group Entities have good title to, or have valid leasehold or license interests in, all of the Tangible Personal Property free and clear of all Encumbrances, other than Permitted Encumbrances, and other than items of Tangible Personal Property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practice. (e) At and following the Closing, the Tangible Personal Property will (i) constitute all of the tangible personal property necessary or required to permit Acquiror to carry on the Compression Business in substantially the same manner as presently conducted and as conducted since December 31, 2016 and (ii) constitute at least all of the tangible personal property used in the Compression Business presently, in each case except for business of the Company and its Subsidiaries. All such tangible personal property conveyedis owned by the Company and its Subsidiaries, replacedfree and clear of all liens and other encumbrances other than those which do not materially interfere with the current use of such property or materially detract from the value thereof, soldor is leased under valid and subsisting leases, retired or disposed of and in any case, is adequate and suitable for the ordinary course of business consistent with past practicepurpose for which it is currently being used.

Real Property; Personal Property. (a) The Compression Group Entities Companies and their Subsidiaries do not own good and indefeasible fee simple title to the any real property or fee interests in real property. (b) Schedule 3.11(b) of the Disclosure Schedule sets forth a true, correct and complete list of all real property leased or subleased by the Companies or their Subsidiaries as tenant or lessee (the “Owned Leased Real Property”) described ). Except as set forth on Schedule 3.18(a)3.11(b) of the Disclosure Schedule, and except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally, or subject to general principles of equity, the Companies and their Subsidiaries have a valid, binding and enforceable leasehold interest under each of the Leased Real Properties, free and clear of all Encumbrances, Liens (other than Permitted EncumbrancesLiens). Except as set forth on Schedule 3.11(b), during the past 12 months, the Companies and the Subsidiaries have not received any written notice of any material default other than defaults that have been cured or waived in writing, and to the Companies’ Knowledge there is no event that (with due notice or lapse of time or both) would constitute a material default by the Companies under any lease with respect to the Leased Real Property. Contained in the Data Room are true, correct and complete copies of all of the leases with respect to the Leased Real Property, including all amendments, modifications, guaranties, memoranda of lease, and subordinations, non-disturbance and attornment agreements related thereto. Except as set forth on Schedule 3.11(b) of the Disclosure Schedule, the Companies and the Subsidiaries have not subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof. (bc) Schedule 3.18(b) lists The Leased Real Property constitute all leases of interests in real property (used, occupied or held for use in connection with the business of the Companies and their Subsidiaries as it is conducted on the date hereof. Except as set forth on Schedule 3.11(c), the Companies and the lands covered thereby) pursuant Subsidiaries are not obligated to which pay any Compression Group Entity leases real property (all such listed leases collectivelyleasing or brokerage commission with respect to the Leased Real Property. There is no pending, nor to the “Scheduled Leases”Companies’ Knowledge threatened, eminent domain proceeding that would result in the taking of any or any portion of any Leased Real Property by a Governmental Authority. The Companies and their Subsidiaries’ possession and quiet enjoyment of the Leased Real Property has not been disturbed and, except as set forth on Schedule 3.11(c), together there are no disputes with respect to the Leased Real Property. (d) The Companies and their Subsidiaries have good and valid title to, or in the case of leased tangible assets, a general description valid leasehold interest in, all of any improvements located thereonthe material tangible assets that are used in the conduct of the business of the Companies and their Subsidiaries as it is conducted on the date hereof, in each case specifying the name of the lessor, lessee, sublessor or sublessee (if any) and the date and term of each lease. A true and complete copy of each of the Scheduled Leases, as amended to date, has been furnished or made available to Acquiror. The Compression Group Entities party to the Scheduled Leases hold the leasehold interest created pursuant to each Scheduled Leasecase, free and clear of all Encumbrances, Liens (other than Permitted Encumbrances. The real property leased under the Scheduled Leases is referred to herein as the “Leased Real Property.” (c) The Real Property constitutes all of the real property that has been used in connection with the ownership and operations of the Compression Business since December 31, 2016. Since December 31, 2016, no casualty loss has occurred with respect to the improvements located on the Real Property. To the Knowledge of the Contributor Parties, all of the Real Property has direct access to public roads without the use of any easement, license or right of way. (d) Schedule 3.18(d) lists (i) all compression units, (ii) all treating units and (iii) all other material equipment, tools, machinery, parts, products, materials, supplies, cars, trucks, trailers and other rolling stock and each other item of tangible personal property, in each case owned or leased by the Compression Group Entities or used in or necessary for the conduct of the Compression Business, as of September 30, 2017 (collectively, the “Tangible Personal Property”Liens). The Compression Group Entities have All such material tangible assets are in good title tocondition and repair, or valid leasehold or license interests in, all of the Tangible Personal Property free normal wear and clear of all Encumbrances, other than Permitted Encumbrancestear excepted, and other than items of Tangible Personal Property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practiceare adequate and suitable for their present and intended uses. (e) At and following the Closing, the Tangible Personal Property will (i) constitute all of the tangible personal property necessary or required to permit Acquiror to carry on the Compression Business in substantially the same manner as presently conducted and as conducted since December 31, 2016 and (ii) constitute at least all of the tangible personal property used in the Compression Business presently, in each case except for such tangible personal property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practice.

Real Property; Personal Property. (a) Section 4.17(a) of the Partnership Disclosure Letter contains a list as of the date hereof of all real property owned by the Partnership and/or the Partnership Subsidiaries. (b) Section 4.17(b) of the Partnership Disclosure Letter contains a list of all (i) material real property leased to or from the Partnership and/or the Partnership Subsidiaries and (ii) material leases of material real property (collectively, the “Real Property Leases”) to which the Partnership or any of the Partnership Subsidiaries is a party (as lessee, sublessee, sublessor or lessor). True and correct copies of such Real Property Leases have been made available to Parent. Neither the Partnership nor any Partnership Subsidiary is in material default under any such Real Property Lease. To the Knowledge of the Partnership, no other party to any such Real Property Lease is in material default under any such Real Property Lease. (c) The Compression Group Entities own real property listed in Section 4.17 (a) and Section 4.17(b) of the Partnership Disclosure Letter constitutes all material real property and interests in real property used or held for use in the conduct of the business of the Partnership and each Partnership Subsidiary as conducted on the date hereof. Except as set forth in Section 4.17 (a) and Section 4.17(b) of the Partnership Disclosure Letter, each of the Partnership or the applicable Partnership Subsidiary has (i) good and indefeasible fee simple marketable title to all real property shown as owned by it, or (ii) a valid leasehold interests in the real property (the “Owned Real Property”) described on Schedule 3.18(a)leased by it, in each case, free and clear of all Encumbrancesmortgages, liens, security interests, easements, covenants, rights-of-way and other than Permitted Encumbrances. (b) Schedule 3.18(b) lists all leases of real property (and the lands covered thereby) pursuant to which any Compression Group Entity leases real property (all such listed leases collectively, the “Scheduled Leases”), together with a general description encumbrances or restrictions of any improvements located thereonnature whatsoever, in each case specifying the name of the lessor, lessee, sublessor or sublessee (if any) and the date and term of each lease. A true and complete copy of each of the Scheduled Leases, as amended to date, has been furnished or made available to Acquiror. The Compression Group Entities party to the Scheduled Leases hold the leasehold interest created pursuant to each Scheduled Lease, free and clear of all Encumbrances, other than except for Permitted Encumbrances. The real property leased under the Scheduled Leases is referred to herein as the “Leased Real Property.” (c) The Real Property constitutes all of the real property that has been used in connection with the ownership and operations of the Compression Business since December 31, 2016. Since December 31, 2016, no casualty loss has occurred with respect to the improvements located on the Real Property. To the Knowledge of the Contributor Parties, all of the Real Property has direct access to public roads without the use of any easement, license or right of wayLiens. (d) Schedule 3.18(d) lists (i) The Partnership and the Partnership Subsidiaries have good and valid title to all compression units, (ii) all treating units and (iii) all other material equipment, tools, machinery, parts, products, materials, supplies, cars, trucks, trailers and other rolling stock and each other item of tangible personal property, as owned by them, and a valid and enforceable right to use all material personal property leased by or licensed to of the Partnership and the Partnership Subsidiaries, which is used or held for use in the conduct of their respective businesses, subject in each case owned or leased by to the Compression Group Entities or used in or necessary for the conduct of the Compression Business, as of September 30, 2017 (collectively, the “Tangible Personal Property”). The Compression Group Entities have good title to, or valid leasehold or license interests in, all of the Tangible Personal Property free and clear of all Encumbrances, other than Permitted Encumbrances, and other than items of Tangible Personal Property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practiceLiens. (e) At and following the Closing, the Tangible Personal Property will (i) constitute all of the tangible personal property necessary or required to permit Acquiror to carry on the Compression Business in substantially the same manner as presently conducted and as conducted since December 31, 2016 and (ii) constitute at least all of the tangible personal property used in the Compression Business presently, in each case except for such tangible personal property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practice.

Real Property; Personal Property. (a) The Compression Group Entities own good and indefeasible fee simple title to No Chesapeake Company owns any real property, other than through the Company Joint Venture Contracts. A Chesapeake Company has valid leasehold interests in all real property leased or subleased to or by the Chesapeake Companies (the “Owned Leased Real Property”) described on Schedule 3.18(a)sufficient to conduct their respective businesses as currently conducted, free and clear of all Encumbrances, other than Liens (except in all cases for Permitted EncumbrancesLiens). (b) Schedule 3.18(b) lists all leases of real property (and the lands covered thereby) pursuant to which any Compression Group Entity leases real property (all such listed leases collectively, the “Scheduled Leases”), together with a general description of any improvements located thereon, in each case specifying the name of the lessor, lessee, sublessor or sublessee (if any) and the date and term of each lease. A true and complete copy of each of the Scheduled Leases, as amended to date, has been furnished or made available to Acquiror. The Compression Group Entities party to the Scheduled Leases hold the leasehold interest created pursuant to each Scheduled Lease, free and clear of all Encumbrances, other than Permitted Encumbrances. The real property leased under the Scheduled Leases is referred to herein as the “Leased Real Property.” (c) The Real Property constitutes all of the material real property that has been used in connection with estate assets necessary to operate the ownership and operations business of the Compression Business since December 31Chesapeake Companies in all material respects as it is currently conducted. (c) True, 2016. Since December 31, 2016, no casualty loss has occurred correct and complete copies of all leases (including operating leases and subleases) and amendments thereto with respect to the improvements located on the Real Property. To the Knowledge of the Contributor Parties, all of the Leased Real Property has direct access (“Leases”) have been made available to public roads without the use of any easement, license or right of wayParent. (d) Schedule 3.18(d) lists With respect to each Leased Real Property: (i) the Lease for such Leased Real Property is legal, valid, binding, enforceable and in full force and effect in all compression unitsmaterial respects in accordance with its respective terms with respect to any Chesapeake Company or its applicable subsidiary, and, to the Knowledge of the Seller, the other party thereto, assuming the due authorization, execution and delivery by such other party, subject to the Bankruptcy and Equity Exception; (ii) all treating units and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or material default under such Lease on the part of any Chesapeake Company or its applicable subsidiary, nor, to the Knowledge of the Seller, on the part of the other party thereto; (iii) all other material equipmentno security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Chesapeake Company or subsidiary of any Chesapeake Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) neither the Chesapeake Companies nor any of their respective subsidiaries has subleased, tools, machinery, parts, products, materials, supplies, cars, trucks, trailers and other rolling stock and each other item licensed or otherwise granted any person the right to use or occupy such Leased Real Property (or any portion thereof) that is the subject matter of tangible personal property, in each case owned or leased by the Compression Group Entities or used in or necessary for the conduct of the Compression Business, as of September 30, 2017 (collectively, the “Tangible Personal Property”). The Compression Group Entities have good title to, or valid leasehold or license interests in, all of the Tangible Personal Property free and clear of all Encumbrances, other than Permitted Encumbrances, and other than items of Tangible Personal Property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practice. (e) At and following the Closing, the Tangible Personal Property will (i) constitute all of the tangible personal property necessary or required to permit Acquiror to carry on the Compression Business in substantially the same manner as presently conducted and as conducted since December 31, 2016 and (ii) constitute at least all of the tangible personal property used in the Compression Business presently, in each case except for such tangible personal property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practice.Lease;

Real Property; Personal Property. (a) The Compression Group Entities own good Schedule 4.19(a) sets forth a true and indefeasible fee simple title to the complete list of all real property owned in fee by the Company or any of its Subsidiaries as of the date of this Agreement (collectively, the “Owned Real Property”). The Company or one of its Subsidiaries, as the case may be, holds good, indefeasible, marketable (subject to any state of facts an accurate survey would show, provided the same does not materially impair the current use and operation of such parcel of Owned Real Property) described on Schedule 3.18(a)and valid fee simple title to the Owned Real Property, free and clear of all EncumbrancesLiens, except for Permitted Liens. Except as set forth on Schedule 4.19(a), (i) there are no outstanding options or rights of first refusal or offers to purchase or lease the Owned Real Property or any portion thereof or interest therein and (ii) there are no parties (other than Permitted Encumbrancesthe Company and its Subsidiaries) in possession of any Owned Real Property. Except as set forth on Schedule 4.19(a), no material improvements constituting a part of the Owned Real Property encroach on real property owned or leased by a Person other than the Company. With respect to any Owned Real Property, except as set forth on Schedule 4.19(a), the Company has delivered or made available to Parent true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company acquired such Owned Real Property, and copies of all title insurance policies, opinions and abstracts in the possession of the Company and relating to the Owned Real Property. (b) Schedule 3.18(b4.19(b) lists contains a complete and accurate list of all leases premises currently leased by the Company or any Subsidiary of real property the Company (and the lands covered thereby) pursuant to which any Compression Group Entity leases real property (all such listed leases collectively, the “Scheduled Leased Premises”), the current use of each such Leased Premise, and of all leases related thereto (collectively, the “Leases”). (i) The Leases are valid, together binding and enforceable in accordance with a general description their terms and are in full force and effect, (ii) no event of default has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any improvements located thereon, in each case specifying other event) would constitute a material default thereunder on the name part of the lessorCompany or the applicable Subsidiary of the Company, lesseeand (iii) to the knowledge of the Company, sublessor there has been no occurrence of any event of default which (whether with or sublessee (if anywithout notice, lapse of time or both or the happening or occurrence of any other event) would constitute a material default thereunder by any other party. The current annual rent and term under each Lease are as set forth on Schedule 4.19(b). Neither the Company nor the applicable Subsidiary of the Company has waived any material rights under any Lease which would be in effect on or after the date of this Agreement and term of each leasewhich would be materially adverse to the Company or such Subsidiary. A true and complete copy of each of Except as set forth on Schedule 4.19(c), with respect to the Scheduled LeasesLeased Premises, as amended to date, the Company has been furnished delivered or made available to AcquirorParent true, complete and correct copies of the Leases. The Compression Group Entities party Except as set forth on Schedule 4.19(c), the Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the Scheduled Leases hold the leasehold interest created pursuant to each Scheduled Leasepossession, free and clear of all Encumbranceslease, other than Permitted Encumbrances. The real property leased under the Scheduled Leases is referred to herein as the “Leased Real Property.” (c) The Real Property constitutes all of the real property that has been used in connection with the ownership and operations of the Compression Business since December 31, 2016. Since December 31, 2016, no casualty loss has occurred with respect to the improvements located on the Real Property. To the Knowledge of the Contributor Parties, all of the Real Property has direct access to public roads without the use occupancy or enjoyment of any easement, license or right of wayLeased Premises. (d) Schedule 3.18(d) lists (i) all compression units, (ii) all treating units The use and (iii) all other material equipment, tools, machinery, parts, products, materials, supplies, cars, trucks, trailers operation of the Owned Real Property and other rolling stock and each other item of tangible personal property, the Leased Premises in each case owned or leased by the Compression Group Entities or used in or necessary for the conduct of the Compression BusinessCompany’s business do not violate in any material respect any Law, easement, license, Permit or agreement. No Owned Real Property or Leased Premises is operating as a non-conforming use. As of September 30the date hereof, 2017 (collectivelythere are no Actions pending nor, to knowledge of the “Tangible Personal Company, threatened against or affecting the Owned Real Property”). The Compression Group Entities have good title to, any Leased Premises, or valid leasehold any portion thereof or license interests in, all of the Tangible Personal Property free and clear of all Encumbrances, other than Permitted Encumbrances, and other than items of Tangible Personal Property conveyed, replaced, sold, retired or disposed of interest therein in the ordinary course nature or in lieu of business consistent with past practicecondemnation or eminent domain proceedings. There have been no casualties affecting any Owned Real Property or any Leased Premises. (e) At Set forth on Schedule 4.19(e) is a list of real property owned by the Company since January 1, 2010 and following not currently owned by the Closing, the Tangible Personal Property will (i) constitute all of the tangible personal property necessary or required to permit Acquiror to carry on the Compression Business in substantially the same manner as presently conducted and as conducted since December 31, 2016 and (ii) constitute at least all of the tangible personal property used in the Compression Business presently, in each case except for such tangible personal property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practiceCompany.

Real Property; Personal Property. (a) The Compression Group Entities Company does not own good and indefeasible fee simple title to the any real property in fee or otherwise (except for the “Owned Real Property”) described on Schedule 3.18(aleasehold interests referred to in this Section 4.16), free and clear of all Encumbrances, other than Permitted Encumbrances. (b) Schedule 3.18(b4.16(b) lists sets forth a true, correct and complete list of all leases of leases, subleases and other agreements under which the Company uses or occupies or has the right to use or occupy any real property (the "Real Property Leases" and the lands covered thereby) pursuant to which any Compression Group Entity leases real property (all governed by such listed leases collectively, the “Scheduled Leases”), together with a general description of any improvements located thereon, in each case specifying the name of the lessor, lessee, sublessor or sublessee (if any) and the date and term of each lease. A true and complete copy of each of the Scheduled Leases, as amended to date, has been furnished or made available to Acquiror. The Compression Group Entities party to the Scheduled Leases hold the leasehold interest created pursuant to each Scheduled Lease, free and clear of all Encumbrances, other than Permitted Encumbrances. The real property leased under the Scheduled Real Property Leases is referred to herein as the “Leased "Real Property"). The Company has heretofore delivered or made available to the Buyer true, correct and complete copies of all Real Property Leases (including all written modifications, amendments, supplements, waivers and side letters thereto). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company as tenant thereunder are current, and no termination event or condition or uncured default of a material nature on the part of the Company or, to the Knowledge of the Seller Parties, on the part of any other party thereto exists under any Real Property Lease. All such Real Property Leases will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effect immediately following the consummation of the transactions contemplated hereby. The Company has a good and valid leasehold interest in each parcel of Real Property leased by it, free and clear of all mortgages, pledges, liens, encumbrances and security interests, except (i) those reflected or reserved against in the balance sheet included in the Financial Statements, (ii) Taxes and general and special assessments not in default and payable without penalty and interest, and (iii) other liens, mortgages, pledges, encumbrances and security interests which do not materially interfere with the Company's use of such Real Property or materially detract from or diminish the value thereof.” (c) The Real Property constitutes all of the real property that has been used in connection with the ownership and operations of the Compression Business since December 31, 2016. Since December 31, 2016, no casualty loss has occurred with respect to the improvements located on the Real Property. To the Knowledge of the Contributor Parties, all of Seller Parties the buildings and improvements on the Real Property has direct access (i) are in good operating condition and repair and are adequate and suitable for the purposes for which they are currently being used; and (ii) to public roads without the use Knowledge of any easementthe Seller Parties, license or right have received all approvals of wayGovernmental Authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations. (d) Schedule 3.18(d4.16(d) lists (i) all compression unitssets forth a true, (ii) all treating units accurate and (iii) all other material equipment, tools, machinery, parts, products, materials, supplies, cars, trucks, trailers and other rolling stock and complete list of each other item of tangible personal property, property with an original cost in each case owned or leased by the Compression Group Entities or excess of $3,000 used in or necessary for connection with the conduct Company's business. To the Knowledge of the Compression Business, as of September 30, 2017 (collectively, the “Tangible Personal Property”). The Compression Group Entities have good title to, or valid leasehold or license interests in, all of the Tangible Personal Property free and clear of all Encumbrances, other than Permitted Encumbrances, and other than items of Tangible Personal Property conveyed, replaced, sold, retired or disposed of in the ordinary course of business consistent with past practice. (e) At and following the Closing, the Tangible Personal Property will (i) constitute Seller Parties all of the tangible personal property necessary in excess of $3,000 used by the Company in its business is either owned or required to permit Acquiror to carry on leased by the Compression Business Company. Except as disclosed in substantially Schedule 4.16(d), the same manner as presently conducted Company is in possession of and as conducted since December 31has good title to, 2016 and (ii) constitute at least or has valid leasehold interests in, all of the tangible personal property used in the Compression Business presently, in each case except for business of the Company. All such tangible personal property conveyedis owned by the Company, replacedfree and clear of all Liens other than those which do not materially interfere with the current use of such property or materially detract from the value thereof, soldor is leased under valid and subsisting leases, retired or disposed of and in any case, is in good working condition and is adequate and suitable for the ordinary course of business consistent with past practicepurpose for which it is currently being used.