Common use of Real Property; Rights-of-Way Clause in Contracts

Real Property; Rights-of-Way. (a) Each of the WPZ Group Entities has good, valid and marketable title to all real property, good and valid leasehold interest in each material lease, sublease and other agreement under which the WPZ Group Entities uses or occupies or has the right to use or occupy any material real property and good title to all tangible personal property owned by the WPZ Group Entities that is sufficient for the operation of their respective businesses as presently conducted, free and clear of all Liens (except Permitted Liens), except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (b) Each of the WPZ Group Entities has such consents, easements, rights-of-way, permits and licenses from each Person (collectively, “Rights-of-Way”) as are sufficient to conduct its business in the manner described, and subject to the limitations, qualifications, reservations and encumbrances contained, in any WPZ SEC Report filed on or prior to the Execution Date, except for such Rights-of-Way the absence of which would not, individually or in the aggregate, have a WPZ Material Adverse Effect. Each of the WPZ Group Entities has fulfilled and performed all its material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (c) (i) (A) there are no pending Proceedings to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any of the assets of the WPZ Group Entities and (B) none of the WPZ Parties have Knowledge of any such threatened Proceeding, which (in the case of clause (A) or (B)), if pursued, would, individually or in the aggregate, have a WPZ Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the assets of the WPZ Group Entities that are real property (owned or leased) are properly zoned for the existence, occupancy and use of all of the improvements located on the owned and leased real property and on the Rights-of-Way held by any of the WPZ Group Entities, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect, and (iii) none of such improvements are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the case of a rebuilding of or additional construction of improvements, individually or in the aggregate, have a WPZ Material Adverse Effect.

Real Property; Rights-of-Way. (a) Each of the WPZ Parent Group Entities has good, valid and marketable title to all real property, good and valid leasehold interest in each material lease, sublease and other agreement under which the WPZ Parent Group Entities uses or occupies or has the right to use or occupy any material real property and good title to all tangible personal property owned by the WPZ Parent Group Entities that is sufficient for the operation of their respective businesses as presently conducted, free and clear of all Liens (except Permitted Liens), except as would not, individually or in the aggregate, have a WPZ Parent Material Adverse Effect. (b) Each of the WPZ Parent Group Entities has such consents, easements, rights-of-way, permits and licenses from each Person (collectively, “Rights-of-Way”) Way as are sufficient to conduct its business in the manner described, and subject to the limitations, qualifications, reservations and encumbrances contained, in any WPZ Parent SEC Report filed on or prior to the Execution Date, except for such Rights-of-Way the absence of which would not, individually or in the aggregate, have a WPZ Parent Material Adverse Effect. Each of the WPZ Parent Group Entities has fulfilled and performed all its material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that would not, individually or in the aggregate, have a WPZ Parent Material Adverse Effect. (c) (i) (A) there are no pending Proceedings to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any of the assets of the WPZ Parent Group Entities and (B) none of the WPZ Parent Parties have Knowledge of any such threatened Proceeding, which (in the case of clause (A) or (B)), if pursued, would, individually or in the aggregate, have a WPZ Parent Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the assets of the WPZ Parent Group Entities that are real property (owned or leased) are properly zoned for the existence, occupancy and use of all of the improvements located on the owned and leased real property and on the Rights-of-Way held by any of the WPZ Parent Group Entities, except as would not, individually or in the aggregate, have a WPZ Parent Material Adverse Effect, and (iii) none of such improvements are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the case of a rebuilding of or additional construction of improvements, individually or in the aggregate, have a WPZ Parent Material Adverse Effect.

Real Property; Rights-of-Way. (a) Each of the WPZ Group Entities TMLP Parties and their Subsidiaries has good, valid good and marketable title to all real propertyproperty owned by the TMLP Parties or their Subsidiaries, good and valid leasehold interest in each material lease, sublease and other agreement under which the WPZ Group Entities TMLP Parties and their Subsidiaries uses or occupies or has the right to use or occupy any material real property and good title to all tangible personal property owned by the WPZ Group Entities TMLP Parties and their Subsidiaries that is sufficient for the operation of their respective businesses as presently conducted, free and clear of all any Liens (except Permitted Liens), in each case, except as would not, individually or in the aggregate, not have a WPZ TMLP Material Adverse Effect. (b) Each of the WPZ Group Entities TMLP Parties and their Subsidiaries has such consents, easements, rights-of-way, permits and licenses from each Person (collectively, “Rights-of-Way”) Way as are sufficient to conduct its business in the manner described, and subject to the limitations, qualifications, reservations and encumbrances contained, in any WPZ SEC Report filed on or prior to the Execution Date, except for such Rights-of-Way the absence of which would not, individually or in the aggregate, not have a WPZ TMLP Material Adverse Effect. Each of the WPZ Group Entities has TMLP Parties and their Subsidiaries have fulfilled and performed all its their material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that would not, individually or in the aggregate, not have a WPZ TMLP Material Adverse Effect. (c) (i) (A) there are no pending Proceedings to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any of the assets of the WPZ Group Entities and (B) none of the WPZ Parties have Knowledge of any such threatened Proceeding, which (in the case of clause (A) or (B)), if pursued, would, individually or in the aggregate, have a WPZ Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the assets of the WPZ Group Entities that are real property (owned or leased) are properly zoned for the existence, occupancy and use of all of the improvements located on the owned and leased real property and on the Rights-of-Way held by any of the WPZ Group Entities, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect, and (iii) none of such improvements are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the case of a rebuilding of or additional construction of improvements, individually or in the aggregate, have a WPZ Material Adverse Effect.

Real Property; Rights-of-Way. (a) Each of the WPZ ACMP Group Entities has good, valid and marketable title to all real property, good and valid leasehold interest in each material lease, sublease and other agreement under which the WPZ ACMP Group Entities uses or occupies or has the right to use or occupy any material real property and good title to all tangible personal property owned by the WPZ ACMP Group Entities that is sufficient for the operation of their respective businesses as presently conducted, free and clear of all Liens (except Permitted Liens), except as would not, individually or in the aggregate, have a WPZ an ACMP Material Adverse Effect. (b) Each of the WPZ ACMP Group Entities has such consents, easements, rights-of-way, permits and licenses from each Person (collectively, “Rights-of-Way”) Way as are sufficient to conduct its business in the manner described, and subject to the limitations, qualifications, reservations and encumbrances contained, in any WPZ ACMP SEC Report filed on or prior to the Execution Date, except for such Rights-of-Way the absence of which would not, individually or in the aggregate, have a WPZ an ACMP Material Adverse Effect. Each of the WPZ ACMP Group Entities has fulfilled and performed all its material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that would not, individually or in the aggregate, have a WPZ an ACMP Material Adverse Effect. (c) (i) (A) there are no pending Proceedings to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any of the assets of the WPZ ACMP Group Entities and (B) none of the WPZ ACMP Parties have Knowledge of any such threatened Proceeding, which (in the case of clause (A) or (B)), if pursued, would, individually or in the aggregate, have a WPZ an ACMP Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the assets of the WPZ ACMP Group Entities that are real property (owned or leased) are properly zoned for the existence, occupancy and use of all of the improvements located on the owned and leased real property and on the Rights-of-Way held by any of the WPZ ACMP Group Entities, except as would not, individually or in the aggregate, have a WPZ an ACMP Material Adverse Effect, and (iii) none of such improvements are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the case of a rebuilding of or additional construction of improvements, individually or in the aggregate, have a WPZ an ACMP Material Adverse Effect.

Real Property; Rights-of-Way. (a) Each of the WPZ Group Entities WMLP Parties and their Subsidiaries has good, valid good and marketable title to all real propertyproperty owned by the WMLP Parties or their Subsidiaries, good and valid leasehold interest in each material lease, sublease and other agreement under which the WPZ Group Entities WMLP Parties and their Subsidiaries uses or occupies or has the right to use or occupy any material real property and good title to all tangible personal property owned by the WPZ Group Entities WMLP Parties and their Subsidiaries that is sufficient for the operation of their respective businesses as presently conducted, free and clear of all any Liens (except Permitted Liens), in each case, except as would not, individually or in the aggregate, not have a WPZ WMLP Material Adverse Effect. (b) Each of the WPZ Group Entities WMLP Parties and their Subsidiaries has such consents, easements, rights-of-way, permits and licenses from each Person (collectively, “Rights-of-Way”) as are sufficient to conduct its business in the manner described, and subject to the limitations, qualifications, reservations and encumbrances contained, in any WPZ SEC Report filed on or prior to the Execution Date, except for such Rights-of-Way the absence of which would not, individually or in the aggregate, not have a WPZ WMLP Material Adverse Effect. Each of the WPZ Group Entities has WMLP Parties and their Subsidiaries have fulfilled and performed all its their material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that would not, individually or in the aggregate, not have a WPZ WMLP Material Adverse Effect. (c) (i) (A) there are no pending Proceedings to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any of the assets of the WPZ Group Entities and (B) none of the WPZ Parties have Knowledge of any such threatened Proceeding, which (in the case of clause (A) or (B)), if pursued, would, individually or in the aggregate, have a WPZ Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the assets of the WPZ Group Entities that are real property (owned or leased) are properly zoned for the existence, occupancy and use of all of the improvements located on the owned and leased real property and on the Rights-of-Way held by any of the WPZ Group Entities, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect, and (iii) none of such improvements are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the case of a rebuilding of or additional construction of improvements, individually or in the aggregate, have a WPZ Material Adverse Effect.

Real Property; Rights-of-Way. (a) Each of the WPZ QEPM Group Entities has good, valid good and marketable title to all real property, good and valid leasehold interest in each material lease, sublease and other agreement under which the WPZ Group Entities uses or occupies or has the right to use or occupy any material real property and good title to all tangible personal property owned by the WPZ QEPM Group Entities that and which is sufficient for the operation of their respective businesses as presently conducted, free and clear of all Liens (except Permitted Liens), except as would notnot have, individually or in the aggregate, have a WPZ QEPM Material Adverse Effect. (b) Each of the WPZ QEPM Group Entities has such consents, easements, rights-of-way, permits and licenses from each Person (collectively, “Rights-of-Way”) Way as are sufficient to conduct its business in the manner described, and subject to the limitations, qualifications, reservations and encumbrances contained, in any WPZ QEPM SEC Report filed on or prior to the Execution Datedate hereof, except for such Rights-of-Way the absence of which has not had, and would notnot have, individually or in the aggregate, have a WPZ QEPM Material Adverse Effect. Each of the WPZ QEPM Group Entities has fulfilled and performed all of its material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that have not had, and would notnot have, individually or in the aggregate, have a WPZ QEPM Material Adverse Effect. (c) Except as set forth on QEPM Disclosure Schedule 4.7(c), (i) (A) there are no pending Proceedings proceedings or actions to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any of the assets of the WPZ QEPM Group Entities and (B) none of the WPZ QEPM Parties have Knowledge of any such threatened Proceedingproceeding or action, which (in the case of clause (A) or (B)either case), if pursued, would, individually or in the aggregate, would have a WPZ QEPM Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the assets of the WPZ QEPM Group Entities that are real property (owned or leased) are properly zoned for the existence, occupancy and use of all of the improvements located on the owned and leased real property and on the Rightsrights-of-Way way and easements held by any of the WPZ QEPM Group Entities, except as would not, individually or in the aggregate, not have a WPZ QEPM Material Adverse Effect, and (iii) none of such improvements are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the case of a rebuilding of or additional construction of improvements, individually or in the aggregate, have a WPZ QEPM Material Adverse Effect.

Real Property; Rights-of-Way. (a) Each of the WPZ TLLP Group Entities has good, valid good and marketable title to all real property, good and valid leasehold interest in each material lease, sublease and other agreement under which the WPZ Group Entities uses or occupies or has the right to use or occupy any material real property and good title to all tangible personal property owned by the WPZ TLLP Group Entities that and which is sufficient for the operation of their respective businesses as presently conducted, free and clear of all Liens (except Permitted Liens), except as would notnot have, individually or in the aggregate, have a WPZ TLLP Material Adverse Effect. (b) Each of the WPZ TLLP Group Entities has such consents, easements, rights-of-way, permits and licenses from each Person (collectively, “Rights-of-Way”) as are sufficient to conduct its business in the manner described, and subject to the limitations, qualifications, reservations and encumbrances contained, in any WPZ TLLP SEC Report filed on or prior to the Execution Datedate hereof, except for such Rights-of-Way the absence of which has not had, and would notnot have, individually or in the aggregate, have a WPZ TLLP Material Adverse Effect. Each of the WPZ TLLP Group Entities has fulfilled and performed all of its material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that have not had, and would notnot have, individually or in the aggregate, have a WPZ TLLP Material Adverse Effect. (c) Except as set forth on TLLP Disclosure Schedule 3.7(c), (i) (A) there are no pending Proceedings proceedings or actions to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any of the assets of the WPZ TLLP Group Entities and (B) none of the WPZ TLLP Parties have Knowledge of any such threatened Proceedingproceeding or action, which (in the case of clause (A) or (B)either case), if pursued, would, individually or in the aggregate, would have a WPZ TLLP Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the assets of the WPZ TLLP Group Entities that are real property (owned or leased) are properly zoned for the existence, occupancy and use of all of the improvements located on the owned and leased real property and on the Rightsrights-of-Way way and easements held by any of the WPZ TLLP Group Entities, except as would not, individually or in the aggregate, not have a WPZ TLLP Material Adverse Effect, and (iii) none of such improvements are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the case of a rebuilding of or additional construction of improvements, individually or in the aggregate, have a WPZ TLLP Material Adverse Effect.

Real Property; Rights-of-Way. (a) Each of the WPZ RRMS Group Entities has good, valid and marketable title to all real property, good and valid leasehold interest in each material lease, sublease and other agreement under which the WPZ RRMS Group Entities uses or occupies or has the right to use or occupy any material real property and good title to all tangible personal property owned by the WPZ RRMS Group Entities that is sufficient for the operation of their respective businesses as presently conducted, free and clear of all Liens (except Permitted Liens), except as would not, individually or in the aggregate, have a WPZ RRMS Material Adverse Effect. (b) Each of the WPZ RRMS Group Entities has such consents, easements, rights-of-way, permits and licenses from each Person (collectively, “Rights-of-Way”) as are sufficient to conduct its business in the manner described, and subject to the limitations, qualifications, reservations and encumbrances contained, in any WPZ RRMS SEC Report filed on or prior to the Execution Date, except for such Rights-of-Way the absence of which would not, individually or in the aggregate, have a WPZ RRMS Material Adverse Effect. Each of the WPZ RRMS Group Entities has fulfilled and performed all its material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that would not, individually or in the aggregate, have a WPZ RRMS Material Adverse Effect. (c) (i) (A) there are no pending Proceedings to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any of the assets of the WPZ RRMS Group Entities and (B) none of the WPZ RRMS Parties have Knowledge of any such threatened Proceeding, which (in the case of clause (A) or (B)), if pursued, would, individually or in the aggregate, have a WPZ RRMS Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the assets of the WPZ RRMS Group Entities that are real property (owned or leased) are properly zoned for the existence, occupancy and use of all of the improvements located on the owned and leased real property and on the Rights-of-Way held by any of the WPZ RRMS Group Entities, except as would not, individually or in the aggregate, have a WPZ RRMS Material Adverse Effect, and (iii) none of such improvements are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the case of a rebuilding of or additional construction of improvements, individually or in the aggregate, have a WPZ RRMS Material Adverse Effect.

Real Property; Rights-of-Way. (a) Each of the WPZ Group Entities ANDX Parties and their Subsidiaries has good, valid good and marketable title to all real propertyproperty owned by the ANDX Parties or their Subsidiaries, good and valid leasehold interest in each material lease, sublease and other agreement under which the WPZ Group Entities ANDX Parties and their Subsidiaries uses or occupies or has the right to use or occupy any material real property and good title to all tangible personal property owned by the WPZ Group Entities ANDX Parties and their Subsidiaries that is sufficient for the operation of their respective businesses as presently conducted, free and clear of all any Liens (except Permitted Liens), in each case, except as would not, individually or in the aggregate, not have a WPZ an ANDX Material Adverse Effect. (b) Each of the WPZ Group Entities ANDX Parties and their Subsidiaries has such consents, easements, rights-of-way, permits and licenses from each Person (collectively, “Rights-of-Way”) as are sufficient to conduct its business in the manner described, and subject to the limitations, qualifications, reservations and encumbrances contained, in any WPZ SEC Report filed on or prior to the Execution Dateall material respects as currently conducted, except for such Rights-of-Way the absence of which would not, individually or in the aggregate, not have a WPZ an ANDX Material Adverse Effect. Each of the WPZ Group Entities has ANDX Parties and their Subsidiaries have fulfilled and performed all its their material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that would not, individually or in the aggregate, not have a WPZ an ANDX Material Adverse Effect. (c) (i) (A) there are no pending Proceedings to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any of the assets of the WPZ Group Entities and (B) none of the WPZ Parties have Knowledge of any such threatened Proceeding, which (in the case of clause (A) or (B)), if pursued, would, individually or in the aggregate, have a WPZ Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the assets of the WPZ Group Entities that are real property (owned or leased) are properly zoned for the existence, occupancy and use of all of the improvements located on the owned and leased real property and on the Rights-of-Way held by any of the WPZ Group Entities, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect, and (iii) none of such improvements are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the case of a rebuilding of or additional construction of improvements, individually or in the aggregate, have a WPZ Material Adverse Effect.

Real Property; Rights-of-Way. (a) Each of the WPZ Group Contributed Entities has good, valid good and marketable title to all real property, good and valid leasehold interest in each material lease, sublease and other agreement under which the WPZ Group Entities uses or occupies or has the right to use or occupy any material real property and good title to all tangible personal property owned by the WPZ Group Contributed Entities that and which is sufficient for the operation of their respective businesses as presently conducted, free and clear of all Liens (except Permitted Liens), except as would not, individually or in the aggregate, not reasonably be expected to have a WPZ Transferred Business Material Adverse Effect. (b) Each of the WPZ Group Contributed Entities has such consents, easements, rights-of-way, permits and licenses from each Person (collectively, “Rights-of-Way”) as are sufficient to conduct its business in the manner described, and subject to the limitations, qualifications, reservations and encumbrances limitations contained, in any WPZ SEC Report filed on or prior to the Execution Datedate hereof, except for (i) qualifications, reservations and encumbrances as may be set forth in any SEC Report filed on or prior to the date of this Agreement and (ii) such Rights-of-Way the absence of which have not had, and would notnot reasonably be expected to have, individually or in the aggregate, have a WPZ Transferred Businesses Material Adverse Effect. Each of the WPZ Group Contributed Entities has fulfilled and performed all its material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that have not had, and would notnot reasonably be expected to have, individually or in the aggregate, have a WPZ Transferred Businesses Material Adverse Effect; and none of such Rights-of-Way contains any restriction that is materially burdensome to the Contributed Entities, taken as a whole. (c) Except as set forth on Disclosure Schedule 3.8(c), (i) (A) there are no pending Proceedings proceedings or actions to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any of the assets of the WPZ Group Entities Transferred Assets and (B) none of the WPZ Contributing Parties have Knowledge of any such threatened Proceedingproceeding or action, which (in the case of clause (A) or (B)either case), if pursued, would, individually or in the aggregate, would reasonably be expected to have a WPZ Transferred Businesses Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the assets of the WPZ Group Entities that Transferred Assets which are real property (owned or leased) are properly zoned for the existence, occupancy and use of all of the improvements located on the owned and leased real property and on the Rightsrights-of-Way way and easements held by any of the WPZ Group Wholly Owned Entities or the Partially Owned Entities, except as would not, individually or in the aggregate, not reasonably be expected to have a WPZ Transferred Business Material Adverse Effect, and (iii) none of such improvements are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the case of a rebuilding of or additional construction of improvements, individually or in the aggregate, reasonably be expected to have a WPZ Transferred Business Material Adverse Effect.

Real Property; Rights-of-Way. (a) Each of the WPZ Group Entities has good, valid good and marketable title to all real property, good and valid leasehold interest in each material lease, sublease and other agreement under which the WPZ Group Entities uses or occupies or has the right to use or occupy any material real property and good title to all tangible personal property owned by the WPZ Group Entities that and which is sufficient for the operation of their respective businesses as presently conducted, free and clear of all Liens (except Permitted Liens), except as would notnot reasonably be expected to have, individually or in the aggregate, have a WPZ Material Adverse Effect. (b) Each of the WPZ Group Entities has such consents, easements, rights-of-way, permits and licenses from each Person (collectively, “Rights-of-Way”) as are sufficient to conduct its business in the manner described, and subject to the limitations, qualifications, reservations and encumbrances contained, in any WPZ SEC Report filed on or prior to the Execution Datedate hereof, except for such Rights-of-Way the absence of which has not had, and would notnot reasonably be expected to have, individually or in the aggregate, have a WPZ Material Adverse Effect. Each of the WPZ Group Entities has fulfilled and performed all of its material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that have not had, and would notnot reasonably be expected to have, individually or in the aggregate, have a WPZ Material Adverse Effect; and none of such Rights-of-Way contains any restriction that is materially burdensome to the WPZ Group Entities, taken as a whole. (c) Except as set forth on WPZ Disclosure Schedule 3.7(c), (i) (A) there are no pending Proceedings proceedings or actions to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any of the assets of the WPZ Group Entities and (B) none of the WPZ Parties have Knowledge of any such threatened Proceedingproceeding or action, which (in the case of clause (A) or (B)either case), if pursued, would, individually or in the aggregate, would reasonably be expected to have a WPZ Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the assets of the WPZ Group Entities that are real property (owned or leased) are properly zoned for the existence, occupancy and use of all of the improvements located on the owned and leased real property and on the Rightsrights-of-Way way and easements held by any of the WPZ Group Entities, except as would not, individually or in the aggregate, not reasonably be expected to have a WPZ Material Adverse Effect, and (iii) none of such improvements are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the case of a rebuilding of or additional construction of improvements, individually or in the aggregate, reasonably be expected to have a WPZ Material Adverse Effect.

Real Property; Rights-of-Way. (a) Each of the WPZ Group Entities MPLX Parties and their Subsidiaries has good, valid good and marketable title to all real propertyproperty owned by the MPLX Parties or their Subsidiaries, good and valid leasehold interest in each material lease, sublease and other agreement under which the WPZ Group Entities MPLX Parties and their Subsidiaries uses or occupies or has the right to use or occupy any material real property and good title to all tangible personal property owned by the WPZ Group Entities MPLX Parties and their Subsidiaries that is sufficient for the operation of their respective businesses as presently conducted, free and clear of all any Liens (except Permitted Liens), in each case, except as would not, individually or in the aggregate, not have a WPZ MPLX Material Adverse Effect. (b) Each of the WPZ Group Entities MPLX Parties and their Subsidiaries has such consents, easements, rights-of-way, permits and licenses from each Person (collectively, “Rights-of-Way”) Way as are sufficient to conduct its business in the manner described, and subject to the limitations, qualifications, reservations and encumbrances contained, in any WPZ SEC Report filed on or prior to the Execution Dateall material respects as currently conducted, except for such Rights-of-Way the absence of which would not, individually or in the aggregate, not have a WPZ MPLX Material Adverse Effect. Each of the WPZ Group Entities has MPLX Parties and their Subsidiaries have fulfilled and performed all its their material obligations with respect to such Rights-of-Way and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that would not, individually or in the aggregate, not have a WPZ MPLX Material Adverse Effect. (c) (i) (A) there are no pending Proceedings to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any of the assets of the WPZ Group Entities and (B) none of the WPZ Parties have Knowledge of any such threatened Proceeding, which (in the case of clause (A) or (B)), if pursued, would, individually or in the aggregate, have a WPZ Material Adverse Effect, (ii) to the extent located in jurisdictions subject to zoning, the assets of the WPZ Group Entities that are real property (owned or leased) are properly zoned for the existence, occupancy and use of all of the improvements located on the owned and leased real property and on the Rights-of-Way held by any of the WPZ Group Entities, except as would not, individually or in the aggregate, have a WPZ Material Adverse Effect, and (iii) none of such improvements are subject to any conditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in the case of a rebuilding of or additional construction of improvements, individually or in the aggregate, have a WPZ Material Adverse Effect.