Except as would not reasonably be expected to have a Material Adverse Effect, each of the Rosehill Entities carries, or is covered by, insurance from insurers of recognized financial responsibility in such amounts and covering such risks as is reasonably adequate for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged in similar businesses in similar industries, including, without limitation, policies covering real and personal property owned or leased by the Rosehill Entities against theft, damage, destruction, acts of vandalism, flood and earthquakes. Except as would not reasonably be expected to have a Material Adverse Effect: all policies of insurance of the Rosehill Entities are in full force and effect; the Rosehill Entities are in compliance with the terms of such policies in all material respects; there are no material claims by any of the Rosehill Entities under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; and none of the Rosehill Entities has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.