Common use of Real Property; Tangible Property Clause in Contracts

Real Property; Tangible Property. (a) Neither Partnership, the Partnership Subsidiaries, nor the Partnership JVs (i) owns, or has ever owned, any real property or (ii) is party to a Contract to purchase any real property. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted as of the date hereof (the “Partnership Leased Real Property”), is valid, binding and in full force and effect, subject to the Enforceability Exceptions, (ii) no uncured default on the part of Partnership or, if applicable, its Subsidiary or any Partnership JVs, or, to the knowledge of Partnership, the landlord thereunder exists with respect to any Partnership Lease and (iii) neither the execution and delivery of this Agreement nor the consummation of the Transactions will, with or without notice, the passage of time, or both, give rise to any default under any Partnership Lease. A true, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(b) of the Partnership Disclosure Letter. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, to the knowledge of the Partnership, the buildings, structures and systems occupied by Partnership on the Partnership Leased Real Property are structurally sound, in good operating condition and repair, normal wear and tear excepted, and free of any known latent defects and adequate for the current uses to which they are being put by Partnership and its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs ) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Lease, the Partnership Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, to the knowledge of Partnership, threatened with respect to any Partnership Leased Real Property. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries and, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact.

Real Property; Tangible Property. (a) Neither Partnership, the Partnership SubsidiariesNo Group Company owns any real property, nor the Partnership JVs (i) owns, or has any Group Company ever owned, any real property or (ii) is party to a Contract to purchase any material real property. (b) Except Section 3.13(b) of the Company Disclosure Letter lists, as would not reasonably be expected of the date of this Agreement, the Leased Real Property and all Company Real Property Leases, including the address of such Leased Real Property. The Company or one of the Company Subsidiaries has a good and valid leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property free and clear of any and all Liens (other than Permitted Liens). No party to haveany Company Real Property Lease has exercised any termination rights with respect thereto. No Leased Real Property, or any portion thereof, is currently sublet or sublicensed by any Group Company to a third party. No condemnation proceeding is pending or, to the Knowledge of the Company, threatened with respect to any Leased Real Property which individually or in the aggregate, would be reasonably likely to be material to the Group Companies, taken as a Partnership Adverse Impactwhole. (c) The Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal property, free and clear of all Liens other than (i) each material lease, sublease Permitted Liens; and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted as of the date hereof (the “Partnership Leased Real Property”), is valid, binding and in full force and effect, subject to the Enforceability Exceptions, (ii) no uncured default on the part rights of Partnership or, if applicable, its Subsidiary or any Partnership JVs, or, to the knowledge of Partnership, the landlord thereunder exists with respect to any Partnership Lease and (iii) neither the execution and delivery of this Agreement nor the consummation of the Transactions will, with or without notice, the passage of time, or both, give rise to any default lessors under any Partnership Leaseleases. A true, complete The material tangible assets or personal property (together with the Intellectual Property rights and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(bcontractual rights) of the Partnership Disclosure Letter. Except Group Companies (x) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (y) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, be material to the knowledge business of the PartnershipGroup Companies, the buildings, structures and systems occupied by Partnership on the Partnership Leased Real Property are structurally sound, in good operating condition and repair, normal wear and tear excepted, and free of any known latent defects and adequate for the current uses to which they are being put by Partnership and its Subsidiaries. Except taken as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs ) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Lease, the Partnership Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, to the knowledge of Partnership, threatened with respect to any Partnership Leased Real Propertywhole. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries and, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact.

Real Property; Tangible Property. (a) Neither Partnership, the Partnership Subsidiaries, nor the Partnership JVs (i) owns, or has ever owned, any real property or (ii) is party to a Contract to purchase The Group Companies do not own any real property. (b) Except Schedule 4.14(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased by the Group Companies (the “Leased Real Property”). The Company or one of the Company Subsidiaries has a valid, binding and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property and each of the leases, lease guarantees, agreements and documents related to any Leased Real Property, including all amendments, terminations and modifications thereof, is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Leased Real Property. None of the Group Companies is in breach of or default under any Leased Real Property lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a Partnership Adverse Impact, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted as whole. None of the date hereof (the “Partnership Group Companies has received written notice from, or given any written notice to, any lessor of such Leased Real Property”)Property of, nor is validthere any default, binding and in full force and effect, subject to the Enforceability Exceptions, (ii) no uncured default on the part of Partnership or, if applicable, its Subsidiary event or any Partnership JVs, or, to the knowledge of Partnership, the landlord thereunder exists with respect to any Partnership Lease and (iii) neither the execution and delivery of this Agreement nor the consummation of the Transactions willcircumstance that, with notice or without notice, the passage lapse of time, or both, give rise would constitute a default by the party that is the lessee or lessor of such Leased Real Property. No party to any default Leased Real Property lease has exercised any termination rights with respect thereto. (c) The Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal property (together with the Intellectual Property rights and contractual rights), free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any Partnership Leaseleases. A true, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(b) The material tangible assets or personal property of the Partnership Disclosure Letter. Except Group Companies: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, be material to the knowledge business of the PartnershipGroup Companies, the buildings, structures and systems occupied by Partnership on the Partnership Leased Real Property are structurally sound, in good operating condition and repair, normal wear and tear excepted, and free of any known latent defects and adequate for the current uses to which they are being put by Partnership and its Subsidiaries. Except taken as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs ) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Lease, the Partnership Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, to the knowledge of Partnership, threatened with respect to any Partnership Leased Real Propertywhole. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries and, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact.

Real Property; Tangible Property. (a) Neither PartnershipThe Group Companies do not, the Partnership Subsidiariesand never have, nor the Partnership JVs (i) owns, or has ever owned, any real property or (ii) is party to a Contract to purchase owned any real property. (b) Except as would not reasonably be expected to haveEach Group Company has a valid, individually or in binding and enforceable leasehold interest under each of the aggregate, a Partnership Adverse Impact, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) real property leases under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted as of the date hereof it is a lessee (the “Partnership Company Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties, including all material amendments, letter agreements, terminations and modifications thereof (collectively, the “Company Real PropertyProperty Leases”), is valid, binding and in full force and effect. The Company has made available to SPAC true, subject to the Enforceability Exceptionscorrect and complete copies of all Company Real Property Leases. No Group Company is in breach of or default under any Company Real Property Lease, (ii) no uncured default on the part of Partnership or, if applicable, its Subsidiary or any Partnership JVs, orand, to the knowledge of Partnership, the landlord thereunder exists with respect to any Partnership Lease and (iii) neither the execution and delivery of this Agreement nor the consummation Knowledge of the Transactions willCompany, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice, notice or the passage of time, time or both, give rise to any default under any Partnership Lease. A truewould result in such a default, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(b) of the Partnership Disclosure Letter. Except other than such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, be material to the knowledge of the PartnershipGroup Companies, the buildingstaken as a whole. The improvements, structures fixtures, building systems and systems occupied by Partnership equipment on the Partnership Company Leased Real Property Properties are structurally sound, in good operating condition and repair, normal subject to reasonable wear and tear exceptedtear. To the Knowledge of the Company, and free of any known latent defects and adequate for the current uses (X) there are no pending condemnation proceedings with respect to which they are being put by Partnership and its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs Company Leased Properties, and (Y) the current use of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a valid leasehold interest in breach or contractual right to use or occupydefault by any Group Company under any of the Company Real Property Leases and, subject to the terms Knowledge of the applicable Partnership LeaseCompany, the Partnership Leased Real Propertyno other party is in breach or default thereof, free and clear of all Liens, except for the Permitted Liens. Except other than such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, be material to the knowledge Group Companies, taken as a whole. As of Partnershipthe date of this Agreement, threatened no party to any Company Real Property Lease has exercised any termination rights with respect thereto. Except as permitted after the occurrence of an event of default thereunder, no party to a Company Real Property Lease has the unilateral right to terminate any Partnership of the Company Real Property Leases prior to the end of its current term. Schedule 3.13(b) of the Company Disclosure Letter contains a true and correct list of all Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased Real PropertyProperties. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and Each Group Company has good, valid good and marketable title to, or a valid leasehold interest in the case or right to use, all of leased personal property its tangible assets, valid leasehold interests infree and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any Company Real Property Lease. The tangible assets (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, all material tangible personal property rights and properties that are currently being used in for the operation of the businesses of Partnership the Group Companies as they are now conducted, and the Partnership Subsidiaries andtaken together, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free are adequate and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in sufficient for the operation of the businesses of Partnership the Group Companies as currently conducted; and the Partnership Subsidiaries is (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order (reasonable operating condition and repair, ordinary wear and tear excepted) , and is maintained consistently with industry standards, except as has not had are adequate and would not reasonably be expected suitable for the uses to have, individually or in the aggregate, a Partnership Adverse Impactwhich they are being put.

Real Property; Tangible Property. (a) Neither Partnership, the Partnership Subsidiaries, nor the Partnership JVs (i) owns, or has ever owned, No Group Company currently owns any real property or (ii) is party to a Contract to purchase has in the past three years owned any real property. (b) Except as would not reasonably be expected to haveEach Group Company has a valid, individually or in binding and enforceable leasehold interest under each of the aggregate, a Partnership Adverse Impact, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at leases to which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted it is a party as of the date hereof as a lessee (the “Partnership Company Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties to which it is a party as of the date hereof, including all amendments, letter agreements, terminations and modifications thereof (collectively, the “Company Real PropertyProperty Leases”), is valid, binding and in full force and effecteffect as of the date hereof, subject except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. The Company has made available to the Enforceability ExceptionsNew Starship true, correct and complete copies of all Material Company Real Property Leases (ii) no uncured as defined below). No Group Company is in breach of or default on the part of Partnership orunder any Company Real Property Lease, if applicable, its Subsidiary or any Partnership JVs, orand, to the knowledge Knowledge of Partnershipthe Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the landlord thereunder exists passage of time or both, would result in such a default, except for such breaches or defaults as would not individually or in the aggregate reasonably be expected to be material to the Group Companies taken as a whole. The Company Leased Properties are suitable to allow the businesses of the Group Companies to be operated as currently conducted in all material respects. To the Knowledge of the Company, (i) there are no pending condemnation proceedings with respect to any Partnership Lease of the Company Leased Properties, and (iiiii) neither the execution and delivery of this Agreement nor the consummation current use of the Transactions willCompany Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has received or given any written notice of any default or event that with notice or without notice, the passage lapse of time, or both, give rise to would constitute a breach or default by any default Group Company under any Partnership Lease. A true, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(b) of the Partnership Disclosure Letter. Except Company Real Property Leases and, to the Knowledge of the Company, no other party is in breach or default thereof, except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to have be material to the Group Companies, taken as a Partnership Adverse Impactwhole. As of the date of this Agreement, to the knowledge Knowledge of the PartnershipCompany, no party to any Company Real Property Lease has exercised any termination rights with respect thereto. Schedule ‎4.13‎(b) of the buildingsCompany Disclosure Letter contains a true and correct list of all Material Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased Properties, structures except as subleased by the respective Group Company to a sub-lessee. (c) Each Group Company has good and systems occupied by Partnership marketable title to, or a valid leasehold interest in or right to use, all of its tangible assets, free and clear of all Liens other than: (i) Permitted Liens; (ii) the rights of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Partnership Leased Real Schedule 4.13(c) of the Company Disclosure Letter. The tangible assets (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are structurally soundcurrently being used for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in accordance with generally applicable accepted industry practice, are in good operating condition and repair, normal ordinary wear and tear excepted, and free of any known latent defects are adequate and adequate suitable for the current uses to which they are being put by Partnership and its Subsidiaries. Except as would not reasonably be expected to haveput, individually or in the aggregateeach case, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs ) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Lease, the Partnership Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, to the knowledge of Partnership, threatened with respect to any Partnership Leased Real Property. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries and, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impactrespects.

Real Property; Tangible Property. (a) Neither Partnership, the Partnership Subsidiaries, nor the Partnership JVs (i) owns, or has ever owned, No Group Company currently owns any real property or (ii) is party to a Contract to purchase has owned any real propertyproperty since the Reference Date. (b) Except Each Group Company has a valid, binding and enforceable leasehold interest in the applicable real property leased by each Group Company (the “Company Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties (other than for the avoidance of doubt, any subleases, sublicenses or other use and occupancy agreements where the Group Company is the sublandlord, sublicensor or grantor), including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. The Company has made available to Parent true, correct and complete copies of all Company Real Property Leases. No Group Company is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default, except for such breaches or defaults as would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a Partnership Adverse Impactwhole. To the Knowledge of the Company, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at which the operations of Partnership and its Subsidiaries (or any Partnership JVs) there are conducted as of the date hereof (the “Partnership Leased Real Property”), is valid, binding and in full force and effect, subject to the Enforceability Exceptions, (ii) no uncured default on the part of Partnership or, if applicable, its Subsidiary or any Partnership JVs, or, to the knowledge of Partnership, the landlord thereunder exists pending condemnation proceedings with respect to any Partnership Lease of the Company Leased Properties, and (iiiii) neither the execution and delivery of this Agreement nor the consummation current use of the Transactions willCompany Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has received or given any written notice of any current default or event that with notice or without notice, the passage lapse of time, or both, give rise to would constitute a breach or default by any default Group Company under any Partnership Lease. A true, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(b) of the Partnership Disclosure Letter. Except Company Real Property Leases and, to the Knowledge of the Company, no other party is in breach or default thereof, except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, be material to the knowledge Group Companies, taken as a whole. As of the Partnershipdate of this Agreement, the buildings, structures and systems occupied by Partnership on the Partnership Leased no party to any Company Real Property Lease has exercised any termination rights with respect thereto. Except as permitted after the occurrence of an event of default thereunder, no party to a Company Real Property Lease has the unilateral right to terminate any of the Company Real Property Leases prior to the end of its current term. Schedule 3.14(b)(i) of the Company Disclosure Letter contains a true and correct list of all Company Real Property Leases. Except as set forth on Schedule 3.14(b)(ii) of the Company Disclosure Letter, no Person other than the Group Companies has the right to use the Company Leased Properties. (c) Each Group Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its tangible assets, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the Liens specifically identified on Schedule 3.14(c) of the Company Disclosure Letter. The tangible assets (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are structurally sound, in good operating condition and repair, normal wear and tear exceptedcurrently being used for the operation of the businesses of the Group Companies as they are now conducted, and free of any known latent defects taken together, are adequate and adequate sufficient for the current operation of the businesses of the Group Companies as currently conducted; and (B) are adequate and suitable for the uses to which they are being put by Partnership put, in each case of clauses (A) and its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs B) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Lease, the Partnership Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, be material to the knowledge of PartnershipGroup Companies, threatened with respect to any Partnership Leased Real Propertytaken as a whole. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries and, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact.

Real Property; Tangible Property. (a) Neither Partnership, the Partnership Subsidiaries, nor the Partnership JVs (i) owns, or has ever owned, No eLMTree Group Company currently owns any real property or (ii) is party to a Contract to purchase has in the past three years owned any real property. (b) Except as would not reasonably be expected to haveEach eLMTree Group Company has a valid, individually or in binding and enforceable leasehold interest under each of the aggregate, a Partnership Adverse Impact, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at leases to which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted it is a party as of the date hereof as a lessee (the “Partnership eLMTree Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any eLMTree Leased Properties to which it is a party as of the date hereof, including all amendments, letter agreements, terminations and modifications thereof (collectively, the “eLMTree Real PropertyProperty Leases”), is valid, binding and in full force and effecteffect as of the date hereof, subject except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Best Assistant has made available to the Enforceability ExceptionsXXXX true, correct and complete copies of all Material eLMTree Real Property Leases (ii) no uncured as defined below). No eLMTree Group Company is in breach of or default on the part of Partnership orunder any eLMTree Real Property Lease, if applicable, its Subsidiary or any Partnership JVs, orand, to the knowledge Knowledge of PartnershipBest Assistant, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the landlord thereunder exists passage of time or both, would result in such a default, except for such breaches or defaults as would not individually or in the aggregate reasonably be expected to be material to the eLMTree Group Companies taken as a whole. The eLMTree Leased Properties are suitable to allow the businesses of the eLMTree Group Companies to be operated as currently conducted in all material respects. To the Knowledge of Best Assistant, (i) there are no pending condemnation proceedings with respect to any Partnership Lease of the eLMTree Leased Properties, and (iiiii) neither the execution and delivery of this Agreement nor the consummation current use of the Transactions willeLMTree Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No eLMTree Group Company has received or given any written notice of any default or event that with notice or without notice, the passage lapse of time, or both, give rise to would constitute a breach or default by any default eLMTree Group Company under any Partnership Lease. A true, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(b) of the Partnership Disclosure Letter. Except eLMTree Real Property Leases and, to the Knowledge of Best Assistant, no other party is in breach or default thereof, except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to have be material to the eLMTree Group Companies, taken as a Partnership Adverse Impactwhole. As of the date of this Agreement, to the knowledge Knowledge of Best Assistant, no party to any eLMTree Real Property Lease has exercised any termination rights with respect thereto. Schedule 4.13(b) of the Partnership, the buildings, structures Best Assistant Disclosure Letter contains a true and systems occupied by Partnership on the Partnership Leased correct list of all Material eLMTree Real Property are structurally soundLeases. No Person other than the eLMTree Group Companies has the right to use the eLMTree Leased Properties, in except as subleased by the respective eLMTree Group Company to a sub-lessee. (c) Each eLMTree Group Company has good operating condition and repairmarketable title to, normal wear and tear excepted, and free of any known latent defects and adequate for the current uses to which they are being put by Partnership and its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs ) has a valid leasehold interest in or contractual right to use or occupyuse, subject to the terms all of the applicable Partnership Lease, the Partnership Leased Real Propertyits tangible assets, free and clear of all Liens, except for the Liens other than: (i) Permitted Liens. Except as would not, individually or in ; (ii) the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, to the knowledge rights of Partnership, threatened with respect to lessors under any Partnership Leased eLMTree Real Property. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries Property Lease; and, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact.

Real Property; Tangible Property. (a) Neither Partnership, the Partnership Subsidiaries, nor the Partnership JVs (i) No Group Company owns, or during the past two (2) years has ever owned, any real property or (ii) is party to a Contract to purchase any real property. (b) Except as would not reasonably be expected to haveSchedule 3.13(b) of the Company Disclosure Letter lists, individually or in the aggregate, a Partnership Adverse Impact, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted as of the date hereof of this Agreement, all real property leased, subleased or otherwise occupied by the Group Companies (the “Partnership Leased Real Property”), is . The Company or one of the Company Subsidiaries has a valid, binding and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, and such leasehold estates are held free and clear of all Liens (other than Permitted Liens). Each of the leases, subleases, occupancy agreements and documents related to any Leased Real Property, including all amendments and modifications thereto and guarantees thereof (collectively, the “Company Real Property Leases”) are: (i) in full force and effect, subject to the Enforceability Exceptions, Remedies Exception; and (ii) represent the valid and binding obligations of a Group Company party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. True, correct and complete copies of all Company Real Property Leases have been made available to ION. None of the Group Companies nor, to the Knowledge of the Company, any other party thereto, is in material breach of or default under, and no uncured event has occurred which with notice or lapse of time or both would become a breach of or default on under, any of the part of Partnership orCompany Real Property Leases, if applicable, its Subsidiary or and no party to any Partnership JVs, Company Real Property Lease has given any written or, to the knowledge Knowledge of Partnershipthe Company, oral, claim or notice of any such material breach, default or event, which individually or in the landlord thereunder exists aggregate, would be reasonably likely to be material to the Group Companies, taken as a whole. (c) No Leased Real Property, or any portion thereof, is currently leased, sublet or sublicensed by any Group Company to a third party. No condemnation proceeding is pending or, to the Knowledge of the Company, threatened in writing with respect to any Partnership Lease Leased Real Property, which individually or in the aggregate, would be reasonably likely to be material to the Group Companies, taken as a whole. (d) The Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal property, free and clear of all Liens other than: (i) Permitted Liens; and (iiiii) neither the execution and delivery rights of this Agreement nor the consummation lessors under any leases. The material tangible assets or personal property of the Transactions will, with or without notice, the passage of time, or both, give rise to any default under any Partnership Lease. A true, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(bGroup Companies: (A) constitute all of the Partnership Disclosure Letter. Except assets, rights and properties (other than the Intellectual Property of the Company) that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, be material to the knowledge business of the PartnershipGroup Companies, the buildings, structures and systems occupied by Partnership on the Partnership Leased Real Property are structurally sound, in good operating condition and repair, normal wear and tear excepted, and free of any known latent defects and adequate for the current uses to which they are being put by Partnership and its Subsidiaries. Except taken as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs ) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Lease, the Partnership Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, to the knowledge of Partnership, threatened with respect to any Partnership Leased Real Propertywhole. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries and, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact.

Real Property; Tangible Property. (a) Neither Partnership, the Partnership Subsidiaries, nor the Partnership JVs (i) owns, or has ever owned, No eLMTree Group Company currently owns any real property or (ii) is party to a Contract to purchase has in the past three years owned any real property. (b) Except as would not reasonably be expected to haveEach eLMTree Group Company has a valid, individually or in binding and enforceable leasehold interest under each of the aggregate, a Partnership Adverse Impact, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at leases to which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted it is a party as of the date hereof as a lessee (the “Partnership eLMTree Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any eLMTree Leased Properties to which it is a party as of the date hereof, including all amendments, letter agreements, terminations and modifications thereof (collectively, the “eLMTree Real PropertyProperty Leases”), is valid, binding and in full force and effecteffect as of the date hereof, subject except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Best Assistant has made available to the Enforceability ExceptionsGXXX true, correct and complete copies of all Material eLMTree Real Property Leases (ii) no uncured as defined below). No eLMTree Group Company is in breach of or default on the part of Partnership orunder any eLMTree Real Property Lease, if applicable, its Subsidiary or any Partnership JVs, orand, to the knowledge Knowledge of PartnershipBest Assistant, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the landlord thereunder exists passage of time or both, would result in such a default, except for such breaches or defaults as would not individually or in the aggregate reasonably be expected to be material to the eLMTree Group Companies taken as a whole. The eLMTree Leased Properties are suitable to allow the businesses of the eLMTree Group Companies to be operated as currently conducted in all material respects. To the Knowledge of Best Assistant, (i) there are no pending condemnation proceedings with respect to any Partnership Lease of the eLMTree Leased Properties, and (iiiii) neither the execution and delivery of this Agreement nor the consummation current use of the Transactions willeLMTree Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No eLMTree Group Company has received or given any written notice of any default or event that with notice or without notice, the passage lapse of time, or both, give rise to would constitute a breach or default by any default eLMTree Group Company under any Partnership Lease. A true, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(b) of the Partnership Disclosure Letter. Except eLMTree Real Property Leases and, to the Knowledge of Best Assistant, no other party is in breach or default thereof, except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to have be material to the eLMTree Group Companies, taken as a Partnership Adverse Impactwhole. As of the date of this Agreement, to the knowledge Knowledge of Best Assistant, no party to any eLMTree Real Property Lease has exercised any termination rights with respect thereto. Schedule ‎4.13(b) of the PartnershipBest Assistant Disclosure Letter contains a true and correct list of all Material eLMTree Real Property Leases. No Person other than the eLMTree Group Companies has the right to use the eLMTree Leased Properties, except as subleased by the buildingsrespective eLMTree Group Company to a sub-lessee. (c) Each eLMTree Group Company has good and marketable title to, structures or a valid leasehold interest in or right to use, all of its tangible assets, free and systems occupied by Partnership clear of all Liens other than: (i) Permitted Liens; (ii) the rights of lessors under any eLMTree Real Property Lease; and (iii) the Liens specifically identified on the Partnership Leased Real Property Schedule ‎4.13(c) of the Best Assistant Disclosure Letter. The tangible assets of the eLMTree Group Companies: (A) constitute all of the tangible assets that are structurally soundcurrently being used for the operation of the businesses of the eLMTree Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the eLMTree Group Companies as currently conducted; and (B) have been maintained in accordance with generally applicable accepted industry practice, are in good operating condition and repair, normal ordinary wear and tear excepted, and free of any known latent defects are adequate and adequate suitable for the current uses to which they are being put by Partnership and its Subsidiaries. Except as would not reasonably be expected to haveput, individually or in the aggregateeach case, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs ) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Lease, the Partnership Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, to the knowledge of Partnership, threatened with respect to any Partnership Leased Real Property. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries and, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impactrespects.

Real Property; Tangible Property. (a) Neither Partnership, the Partnership Subsidiaries, Seaways nor the Partnership JVs Seaways Subsidiaries (i) owns, or has ever owned, any real property or (ii) is party to a Contract to purchase any real property. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Seaways Material Adverse ImpactEffect, (i) each material lease, sublease and other agreement (each, a “Partnership Seaways Lease”) under which Partnership Seaways or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at which the operations of Partnership Seaways and its Subsidiaries (or any Partnership JVs) are conducted as of the date hereof (the “Partnership Seaways Leased Real Property”), is valid, binding and in full force and effect, subject to the Enforceability Exceptions, (ii) no uncured default on the part of Partnership Seaways or, if applicable, its Subsidiary or any Partnership JVs, or, to the knowledge of PartnershipSeaways, the landlord thereunder exists with respect to any Partnership Seaways Lease and (iii) neither the execution and delivery of this Agreement nor the consummation of the Transactions will, with or without notice, the passage of time, or both, give rise to any default right of the landlord or any other Person under any Partnership Seaways Lease. A true, complete and correct copy of each Partnership Seaways Lease has been made available to Parent Diamond and a list thereof is set forth on Schedule 3.16(bSection 4.17(b) of the Partnership Diamond Disclosure Letter. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Seaways Material Adverse Impact, to the knowledge of the PartnershipEffect, the buildings, structures and systems occupied by Partnership Seaways on the Partnership Seaways Leased Real Property are structurally sound, in good operating condition and repair, normal wear and tear excepted, and free of any known latent defects and adequate for the current uses to which they are being put by Partnership Seaways and its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Seaways Material Adverse ImpactEffect, the Partnership Seaways and each of its Subsidiaries (or any of the Partnership JVs ) has a good and valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Seaways Lease, the Partnership Seaways Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Seaways Material Adverse ImpactEffect, there are no condemnation proceedings pending or, to the knowledge of PartnershipSeaways, threatened with respect to any Partnership Seaways Leased Real Property. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Seaways Material Adverse ImpactEffect, Partnership Seaways or a Partnership Seaways Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership Seaways and the Partnership Subsidiaries andSeaways Subsidiaries, to the knowledge of the Partnership the Partnership JVs including the Partnership Seaways Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership Seaways and the Partnership Seaways Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Seaways Material Adverse ImpactEffect.

Real Property; Tangible Property. (a) Neither Partnership, the Partnership Subsidiaries, nor the Partnership JVs (i) owns, or has ever owned, No Group Company currently owns any real property or (ii) is party to a Contract to purchase has in the past three years owned any real property. (b) Except as would not be reasonably be expected to havehave a Company Material Adverse Effect, individually or in each Group Company has a valid, binding and enforceable leasehold interest under each of the aggregate, a Partnership Adverse Impact, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at leases to which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted it is a party as of the date hereof as a lessee (the “Partnership Company Leased Real PropertyProperties”), is valid, binding and in full force and effect, subject to the Enforceability Exceptions, (ii) no uncured default on the part of Partnership or, if applicable, its Subsidiary or any Partnership JVs, or, to the knowledge of Partnership, the landlord thereunder exists with respect to any Partnership Lease and (iii) neither the execution and delivery of this Agreement nor the consummation of the Transactions will, with or without notice, the passage of time, or both, give rise to any default under any Partnership Lease. A true, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(b) of the Partnership Disclosure Letter. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, to the knowledge of the Partnership, the buildings, structures and systems occupied by Partnership on the Partnership Leased Real Property are structurally sound, in good operating condition and repair, normal wear and tear excepted, and free of any known latent defects and adequate for the current uses to which they are being put by Partnership and its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs ) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Lease, the Partnership Leased Real Property, free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties to which it is a party as of the date hereof, including all amendments, letter agreements, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect as of the date hereof, except for insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the Permitted Liensavailability of equitable remedies. Except Schedule 4.13(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all Material Company Real Property Leases (as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, to the knowledge of Partnership, threatened with respect to any Partnership Leased Real Propertydefined below). (c) Except as would not be reasonably be expected to havehave a Company Material Adverse Effect, individually (i) no Group Company is in breach of or in the aggregatedefault under any Company Real Property Lease, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries and, to the knowledge Knowledge of the Partnership Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the Partnership JVs including passage of time or both, would result in such a default; and (ii) no Person other than the Partnership VesselsGroup Companies has the right to use the Company Leased Properties, except as subleased by the respective Group Company to a sub-lessee. (d) Except as disclosed on Schedule 4.13(d) of the Company Disclosure Letter or as would not be reasonably expected to have a Company Material Adverse Effect, each Group Company has good and marketable title to or other right or interest in, or a valid leasehold interest in or right to use, all of its tangible assets, free and clear of any Liens, except all Liens other than: (i) Permitted Liens. The material tangible personal property currently used in ; and (ii) the operation rights of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impactlessors under any Company Real Property Lease.

Real Property; Tangible Property. (a) Neither Partnership, the Partnership Subsidiaries, nor the Partnership JVs (i) No Group Company owns, or during the past two (2) years has ever owned, any real property or (ii) is party to a Contract to purchase any real property. (b) Except as would not reasonably be expected to haveSchedule ‎3.14(b) of the Company Disclosure Letter lists, individually or in the aggregate, a Partnership Adverse Impact, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted as of the date hereof of this Agreement, all real property leased, subleased or otherwise occupied by the Group Companies (the “Partnership Leased Real Property”), is . The Company or one of the Company Subsidiaries has a valid, binding and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, and such leasehold estates are held free and clear of all Liens (other than Permitted Liens). Each of the leases, subleases, occupancy agreements and documents related to any Leased Real Property, including all amendments and modifications thereto and guarantees thereof (collectively, the “Company Real Property Leases”) are: (i) in full force and effect, subject to the Enforceability Exceptions, Remedies Exception; and (ii) represent the valid and binding obligations of a Group Company party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. True, correct and complete copies of all Company Real Property Leases have been made available to SPAC. None of the Group Companies nor, to the Knowledge of the Company, any other party thereto, is in material breach of or default under, and no uncured event has occurred which with notice or lapse of time or both would become a breach of or default on under, any of the part of Partnership orCompany Real Property Leases, if applicable, its Subsidiary or and no party to any Partnership JVs, Company Real Property Lease has given any written or, to the knowledge Knowledge of Partnershipthe Company, oral, claim or notice of any such material breach, default or event, which individually or in the landlord thereunder exists aggregate, would be reasonably likely to be material to the Group Companies, taken as a whole. (c) No Leased Real Property, or any portion thereof, is currently leased, sublet or sublicensed by any Group Company to a third party. No condemnation proceeding is pending or, to the Knowledge of the Company, threatened in writing with respect to any Partnership Lease Leased Real Property, which individually or in the aggregate, would be reasonably likely to be material to the Group Companies, taken as a whole. (d) The Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal property, free and clear of all Liens other than: (i) Permitted Liens; and (iiiii) neither the execution and delivery rights of this Agreement nor the consummation lessors under any leases. The material tangible assets or personal property of the Transactions will, with or without notice, the passage of time, or both, give rise to any default under any Partnership Lease. A true, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(bGroup Companies: (A) constitute all of the Partnership Disclosure Letter. Except assets, rights and properties (other than the Intellectual Property of the Company) that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, be material to the knowledge business of the PartnershipGroup Companies, the buildings, structures and systems occupied by Partnership on the Partnership Leased Real Property are structurally sound, in good operating condition and repair, normal wear and tear excepted, and free of any known latent defects and adequate for the current uses to which they are being put by Partnership and its Subsidiaries. Except taken as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs ) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Lease, the Partnership Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, to the knowledge of Partnership, threatened with respect to any Partnership Leased Real Propertywhole. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries and, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact.

Real Property; Tangible Property. (a) Neither Partnership, Schedule 2.12(a) of the Partnership Subsidiaries, nor Disclosure Letter lists the Partnership JVs (i) owns, or has ever owned, any address of all material items of real property either owned by the Company or its Subsidiaries (iithe “Owned Real Property”) is party or leased by the Company or its Subsidiaries (the “Leased Real Property”), in each case as of the date hereof. The Company or one of its Subsidiaries has good title to the Owned Real Property listed on Schedule 2.12(a) and a Contract to purchase any real propertyvalid leasehold interest in the Leased Real Property listed on Schedule 2.12(a), in each case free and clear of all Liens except for Permitted Liens. (b) Except The Owned Real Property and the Leased Real Property, together with easements appurtenant thereto, include all of the material real property necessary for the conduct of the business of the Company and its Subsidiaries, as conducted on the date hereof. (c) Schedule 2.12(c) of the Disclosure Letter contains a complete and correct list of all real property leases relating to the Leased Real Property to which the Company or any of its Subsidiaries is a party or is bound (the “Leases”). The Company has made available to Parent correct and complete copies of the Leases. Each of the Leases (including any option to purchase contained therein) is in full force and effect and, to the Knowledge of the Company, is enforceable against the landlord which is party thereto in accordance with its terms, and there exists no default or event of default (or any event that with notice or lapse of time or both would not reasonably become a default) on the part of the Company or any of its Subsidiaries under any Leases, except for such failures to be expected to havein full force and effect and defaults as, individually or in the aggregate, a Partnership Adverse Impact, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted as of the date hereof (the “Partnership Leased Real Property”), is valid, binding and in full force and effect, subject to the Enforceability Exceptions, (ii) no uncured default on the part of Partnership or, if applicable, its Subsidiary or any Partnership JVs, or, to the knowledge of Partnership, the landlord thereunder exists with respect to any Partnership Lease and (iii) neither the execution and delivery of this Agreement nor the consummation of the Transactions will, with or without notice, the passage of time, or both, give rise to any default under any Partnership Lease. A true, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(b) of the Partnership Disclosure Letter. Except as would not, individually or in the aggregate, not reasonably be expected to have a Partnership Material Adverse Impact, to the knowledge of the Partnership, the buildings, structures and systems occupied by Partnership on the Partnership Leased Real Property are structurally sound, in good operating condition and repair, normal wear and tear excepted, and free of any known latent defects and adequate for the current uses to which they are being put by Partnership and its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs ) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Lease, the Partnership Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, to the knowledge of Partnership, threatened with respect to any Partnership Leased Real PropertyEffect. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries and, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact.

Real Property; Tangible Property. (a) Neither Partnership, the Partnership Subsidiaries, nor the Partnership JVs (i) owns, or has ever owned, No Group Company currently owns any real property or has in the past three (ii3) is party to a Contract to purchase years owned any real property. (b) Except as where the failure to comply would not individually or in the aggregate reasonably be expected to havebe material to the Group Companies taken as a whole, individually or in each Group Company has a valid, binding and enforceable leasehold interest under each of the aggregate, a Partnership Adverse Impact, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at leases to which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted it is a party as of the date hereof as a lessee (the “Partnership Company Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties to which it is a party as of the date hereof, including all amendments, letter agreements, terminations and modifications thereof (collectively, the “Company Real PropertyProperty Leases”), is valid, binding and in full force and effecteffect as of the date hereof, subject except insofar as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies. The Company has made available to the Enforceability ExceptionsSPAC true, correct and complete copies of all Company Real Property Leases (ii) no uncured as defined below). No Group Company is in breach of or default on the part of Partnership orunder any Company Real Property Lease, if applicable, its Subsidiary or any Partnership JVs, orand, to the knowledge of Partnership, the landlord thereunder exists with respect to any Partnership Lease and (iii) neither the execution and delivery of this Agreement nor the consummation Knowledge of the Transactions willCompany, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice, notice or the passage of time, time or both, give rise to any default under any Partnership Lease. A truewould result in such a default, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(b) of the Partnership Disclosure Letter. Except except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to have a Partnership Company Material Adverse ImpactEffect. No Group Company has received in writing or given any written notice of any default or event that with notice or lapse of time, or both, would constitute a breach or default by any Group Company under any of the Company Real Property Leases and, to the knowledge Knowledge of the PartnershipCompany, the buildings, structures and systems occupied by Partnership on the Partnership Leased Real Property are structurally sound, no other party is in good operating condition and repair, normal wear and tear excepted, and free of any known latent defects and adequate for the current uses to which they are being put by Partnership and its Subsidiaries. Except as would not reasonably be expected to have, individually breach or in the aggregate, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs ) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Lease, the Partnership Leased Real Property, free and clear of all Liensdefault thereof, except for the Permitted Liens. Except such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to have a Partnership Company Material Adverse Impact, there are no condemnation proceedings pending orEffect. As of the date of this Agreement, to the knowledge Knowledge of Partnershipthe Company, threatened no party to any Company Real Property Lease has exercised any termination rights with respect to any Partnership Leased thereto. Section 4.15(b) of the Company Disclosure Schedule contains a true and correct list of all Company Real PropertyProperty Leases. (c) Except as Each Group Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its tangible assets, free and clear of all Liens other than: (i) Permitted Liens; (ii) the rights of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Section 4.15(c) of the Company Disclosure Schedule, except in each case that would not reasonably be expected to have, individually or in the aggregate, have a Partnership Company Material Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries and, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse ImpactEffect.

Real Property; Tangible Property. (a) Neither Partnership, the Partnership Subsidiaries, Company nor the Partnership JVs (i) any of its Subsidiaries owns, or has ever owned, owned any real property. Neither the Company nor any of its Subsidiaries is a party to any agreement to purchase any real property or (ii) is party to a Contract to purchase any real propertyinterest therein. (b) Except Section 4.13(b)(i) of the Company Disclosure Letter lists, as of the date hereof, all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company or any of its Subsidiaries (the “Leased Real Property”). The Company or its Subsidiary, as applicable, has a valid, binding and enforceable leasehold estate in, and enjoys, in all material respects, peaceful and undisturbed possession of, all Leased Real Property. Each of the leases, lease guarantees and agreements related to any Leased Real Property, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect and Section 4.13(b)(ii) of the Company Disclosure Letter contains a true, correct and complete list of the Company Real Property Leases. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. Neither the Company nor any Subsidiary is in material breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, (i) each reasonably be expected to be material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership to the business of the Company or any of its Subsidiaries (or the use of the applicable Leased Real Property. Neither the Company nor any Partnership JVs) uses Subsidiary has received written notice from, or occupies given any written notice to, any lessor of such Leased Real Property of, nor is there any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Leased Real Property. No party to any Company Real Property Lease has exercised any termination rights with respect thereto, the Company’s or the applicable Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Company Real Property Lease has not been disturbed in any material respect, and to the Knowledge of the Company, there are no material disputes with respect to such Company Real Property Lease. The other party to such Company Real Property Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company and neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any real property at which the operations of Partnership portion thereof. (c) The Company and its Subsidiaries (collectively own and have good and marketable title to or any Partnership JVs) are a valid leasehold interest in or right to use, all of the material tangible assets or personal property used in or necessary for the operation of the Company’s and its Subsidiaries’ business as currently conducted as of the date hereof hereof, free and clear of all Liens other than Permitted Liens. The material tangible assets or personal property (together with the “Partnership Leased Real Property”), is valid, binding and in full force and effect, subject to the Enforceability Exceptions, (ii) no uncured default on the part of Partnership or, if applicable, its Subsidiary or any Partnership JVs, or, to the knowledge of Partnership, the landlord thereunder exists with respect to any Partnership Lease and (iii) neither the execution and delivery of this Agreement nor the consummation of the Transactions will, with or without notice, the passage of time, or both, give rise to any default under any Partnership Lease. A true, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(bcontractual rights) of the Partnership Disclosure Letter. Except Company and its Subsidiaries: (A) constitute all of the assets, rights and properties that are necessary for the operation of the business of the Company and its Subsidiaries as currently conducted as of the date hereof, and taken together, are adequate and sufficient for the operation of the businesses of the Company and its Subsidiaries as currently conducted as of the date hereof; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, be material to the knowledge business of the Partnership, the buildings, structures and systems occupied by Partnership on the Partnership Leased Real Property are structurally sound, in good operating condition and repair, normal wear and tear excepted, and free of any known latent defects and adequate for the current uses to which they are being put by Partnership and its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (Company or any of the Partnership JVs ) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Lease, the Partnership Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, to the knowledge of Partnership, threatened with respect to any Partnership Leased Real Propertyits Subsidiaries. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries and, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact.

Real Property; Tangible Property. (a) Neither PartnershipSection 3.13(a) of the Disclosure Schedule sets forth a list of all the Owned Real Property. The Company and the Subsidiaries have good, valid, marketable and insurable title in fee simple to the Partnership SubsidiariesOwned Real Property, nor the Partnership JVs free and clear of all liens, security interests and other encumbrances, except (i) owns, or has ever owned, any real property or as disclosed in Section 3.13(a) of the Disclosure Schedule and (ii) is party to a Contract to purchase any real propertyPermitted Encumbrances. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, (iSection 3.13(b) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted as of the date hereof (the “Partnership Disclosure Schedule sets forth a list of all Leased Real Property”), is valid, binding and . Except as described in full force and effect, subject to Section 3.13(b) of the Enforceability Exceptions, (ii) no uncured default on the part of Partnership or, if applicable, its Subsidiary or any Partnership JVs, or, to the knowledge of PartnershipDisclosure Schedule, the landlord thereunder exists with respect to any Partnership Lease and (iii) neither the execution and delivery of this Agreement nor the consummation of the Transactions will, with or without notice, the passage of time, or both, give rise to any default under any Partnership Lease. A true, complete and correct copy of each Partnership Lease Seller has been made available to Parent the Purchaser true and a list thereof is set forth on Schedule 3.16(bcomplete copies of all leases and subleases relating to the Leased Real Property. The Company and the Subsidiaries have good marketable and insurable leasehold estates in the Leased Real Property, free and clear of all liens, security interests and other encumbrances, except Permitted Encumbrances. Except as disclosed in Section 3.13(b) of the Partnership Disclosure Letter. Except Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Partnership Material Adverse ImpactEffect, each such lease or sublease is legal, valid, binding and enforceable and in full force and effect, and will not cease to be legal, valid, binding and enforceable and in full force and effect as a result of the consummation of the transactions contemplated by this Agreement. To the knowledge of the PartnershipSeller, no party to any such lease or sublease is in material breach or default thereunder. (c) Except as set forth on Section 3.13(c) of the Disclosure Schedule, (i) none of the Seller, the Company or any Subsidiary has, within the last two years, received written notice of any pending or threatened condemnation or eminent domain proceedings or their local equivalent that would materially affect the Owned Real Property or the Leased Real Property, (ii) the Owned Real Property and Leased Real Property, the use and occupancy thereof by the Company and the Subsidiaries, and the conduct of the Business thereon and therein does not violate in any material respect any deed restrictions, applicable law consisting of building codes, zoning, subdivision or other land use or similar laws the violation of which would materially adversely affect the use, value or occupancy of any such property or the conduct of the Business thereon, (iii) none of the Seller, the Company or any Subsidiary has, within the last two years, received written notice of a material violation of the restrictions or laws described in the foregoing clause (ii), and (iv) none of the structures or improvements on any of the Leased Real Property or Owned Real Property encroaches upon real property of another person, and no structure or improvement of another person encroaches upon any of the Leased Real Property or Owned Real Property, except for any such encroachment that would not materially adversely affect the use, value or occupancy of any such property. (d) Except as set forth in Section 3.13(d) of the Disclosure Schedule, the buildings, structures facilities, machinery, equipment, furniture, leasehold and systems occupied by Partnership on their improvement, fixtures, vehicles, structures, and related capitalized items and other tangible property relating to the Partnership Leased Real Property Business (the "Tangible Property") are structurally sound, in good operating condition and repair, free (in the case of buildings or structures located on the Owned Real Property or Leased Real Property) of any material structural or engineering defects, and, subject to normal wear and tear exceptedand continued repair and replacement in accordance with past practice, and free of are suitable for their intended use. During the past five years there has not been any known latent defects and adequate for the current uses to which they are being put by Partnership and its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any significant interruption of the Partnership JVs ) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms operations of the applicable Partnership Lease, Business due to inadequate maintenance of the Partnership Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, to the knowledge of Partnership, threatened with respect to any Partnership Leased Real Tangible Property. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries and, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact.

Real Property; Tangible Property. (a) Neither PartnershipExcept as set forth on Section 4.14(a) of the Company Disclosure Letter, the Partnership Subsidiaries, nor the Partnership JVs (i) owns, or has ever owned, no Group Company currently owns any real property or (ii) is party to a Contract to purchase has in the past three years owned any real property. (b) Except as where the failure to comply would not individually or in the aggregate reasonably be expected to havebe material to the Group Companies taken as a whole, individually or in each Group Company has a valid, binding and enforceable leasehold interest under each of the aggregate, a Partnership Adverse Impact, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at leases to which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted it is a party as of the date hereof as a lessee (the “Partnership Company Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties to which it is a party as of the date hereof, including all amendments, letter agreements, terminations and modifications thereof (collectively, the “Company Real PropertyProperty Leases”), is valid, binding and in full force and effecteffect as of the date hereof, subject except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. The Company has made available to the Enforceability ExceptionsSPAC true, correct and complete copies of all Material Company Real Property Leases (ii) no uncured as defined below). No Group Company is in breach of or default on the part of Partnership orunder any Company Real Property Lease, if applicable, its Subsidiary or any Partnership JVs, orand, to the knowledge Knowledge of Partnershipthe Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the landlord thereunder exists passage of time or both, would result in such a default, except for such breaches or defaults as would not individually or in the aggregate reasonably be expected to be material to the Group Companies taken as a whole. The Company Leased Properties are suitable to allow the businesses of the Group Companies to be operated as currently conducted in all material respects. To the Knowledge of the Company, (i) there are no pending condemnation proceedings with respect to any Partnership Lease of the Company Leased Properties, and (iiiii) neither the execution and delivery of this Agreement nor the consummation current use of the Transactions willCompany Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has received or given any written notice of any default or event that with notice or without notice, the passage lapse of time, or both, give rise to would constitute a breach or default by any default Group Company under any Partnership Lease. A true, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(b) of the Partnership Disclosure Letter. Except Company Real Property Leases and, to the Knowledge of the Company, no other party is in breach or default thereof, except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to have be material to the Group Companies, taken as a Partnership Adverse Impactwhole. As of the date of this Agreement, to the knowledge Knowledge of the PartnershipCompany, no party to any Company Real Property Lease has exercised any termination rights with respect thereto. Section 4.14(b) of the buildingsCompany Disclosure Letter contains a true and correct list of all Material Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased Properties, structures except as subleased by the respective Group Company to a sub-lessee. (c) Each Group Company has good and systems occupied by Partnership marketable title to, or a valid leasehold interest in or right to use, all of its tangible assets, free and clear of all Liens other than: (i) Permitted Liens; (ii) the rights of lessors under any Company Real Property Lease; and (iii) the Liens specifically identified on the Partnership Leased Real Section 4.14(c) of the Company Disclosure Letter. The tangible assets (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are structurally soundcurrently being used for the operation of the businesses of the Group Companies as they are now conducted and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted in all material respects; and (B) have been maintained in accordance with generally applicable accepted industry practice, are in good operating condition and repair, normal ordinary wear and tear excepted, and free of any known latent defects are adequate and adequate suitable for the current uses to which they are being put by Partnership and its Subsidiaries. Except as would not reasonably be expected to haveput, individually or in the aggregateeach case, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs ) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Lease, the Partnership Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, to the knowledge of Partnership, threatened with respect to any Partnership Leased Real Property. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries and, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impactrespects.

Real Property; Tangible Property. (a) Neither Partnership, the Partnership Subsidiaries, nor the Partnership JVs (i) owns, or has ever owned, any real property or (ii) is party to a Contract to purchase No Group Company currently owns any real property. (b) Except as would not reasonably be expected to haveSchedule ‎4.13(b) of the Company Disclosure Letter lists, individually or in the aggregate, a Partnership Adverse Impact, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted as of the date hereof of this Agreement, all material real property leased by the Group Companies (the “Partnership Leased Real Property”), is . The Company or one of the Company Subsidiaries has a valid, binding and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property and each of the leases, lease guarantees, agreements and documents related to any Leased Real Property, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect, subject to the Enforceability ExceptionsRemedies Exception. The Company has made available to Parent true, (ii) no uncured correct and complete copies of all Company Real Property Leases as of the date hereof. None of the Group Companies is in breach of or default on the part of Partnership orunder any Company Real Property Lease, if applicable, its Subsidiary or any Partnership JVs, orand, to the knowledge of Partnership, the landlord thereunder exists with respect to any Partnership Lease and (iii) neither the execution and delivery of this Agreement nor the consummation Knowledge of the Transactions willCompany, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice, notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. None of the Group Companies has received written notice from, or given any written notice to, any lessor of such Leased Real Property of, nor is there any default, event or circumstance that, with notice or lapse of time, or both, give rise to any would constitute a default under any Partnership Lease. A trueby the party that is the lessee or lessor of such Leased Real Property, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(b) of the Partnership Disclosure Letter. Except except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to have be material to the Group Companies, taken as a Partnership Adverse Impactwhole. As of the date of this Agreement, to the knowledge Knowledge of the PartnershipCompany, the buildings, structures and systems occupied by Partnership on the Partnership Leased no party to any Company Real Property are structurally sound, in good operating condition and repair, normal wear and tear excepted, and free of Lease has exercised any known latent defects and adequate for the current uses to which they are being put by Partnership and its Subsidiaries. Except as would not reasonably be expected to have, individually termination rights with respect thereto. (c) The Company or in the aggregate, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any one of the Partnership JVs ) Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or contractual right to use or occupyuse, subject to the terms all of the applicable Partnership Lease, material tangible assets reflected on the Partnership Leased Real PropertyAudited Financial Statements or personal property, free and clear of all Liens other than: (i) Permitted Liens; (ii) the rights of lessors under any leases; and (iii) any assets sold or otherwise disposed by the Company or one of the Company Subsidiaries after the date of the Audited Financial Statements in the ordinary course of business. The material tangible assets or personal property of the Group Companies: (A) constitute all of the assets, rights and properties (other than Intellectual Property) that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for the Permitted Liens. Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, be material to the knowledge of Partnership, threatened with respect to any Partnership Leased Real Property. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation business of the businesses of Partnership and the Partnership Subsidiaries andGroup Companies, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except taken as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impactwhole.

Real Property; Tangible Property. (a) Neither Partnership, the Partnership Subsidiaries, nor the Partnership JVs (i) ownsSection 3.16(a)(i) of the Gatos Disclosure Letter sets forth, or has ever ownedas of the date of this Agreement, any real property or a list of the Real Property Rights held by Xxxxx and the Gatos Subsidiaries (the “Gatos Real Property Rights”) reasonably required to permit the operation of Gatos’ business as owned and conducted as of the date of this Agreement that is true and correct in all material respects; and (ii) Section 3.16(a)(ii) of the Gatos Disclosure Letter sets forth, as of the date of this Agreement, a list of the Mining Rights held by Gatos and the Gatos Subsidiaries (the “Gatos Mining Rights”) reasonably required for the operation of Gatos’ business as owned and conducted as of the date of this Agreement that is party to a Contract to purchase any real propertytrue and correct in all material respects. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted as of the date hereof (the “Partnership Leased Real Property”), is valid, binding and in full force and effect, subject to the Enforceability Exceptions, (ii) no uncured default on the part of Partnership or, if applicable, its Subsidiary or any Partnership JVs, or, to the knowledge of Partnership, the landlord thereunder exists with respect to any Partnership Lease and (iii) neither the execution and delivery of this Agreement nor the consummation of the Transactions will, with or without notice, the passage of time, or both, give rise to any default under any Partnership Lease. A true, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(b) of the Partnership Disclosure Letter. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, to the knowledge of the Partnership, the buildings, structures and systems occupied by Partnership on the Partnership Leased Real Property are structurally sound, in good operating condition and repair, normal wear and tear excepted, and free of any known latent defects and adequate for the current uses to which they are being put by Partnership and its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs ) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Lease, the Partnership Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, to the knowledge of Partnership, threatened with respect to any Partnership Leased Real Property. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries and, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Partnership Gatos Material Adverse ImpactEffect, (i) none of Gatos or any of the Gatos Subsidiaries has received notice of any default under any agreement or instrument under which any of the Gatos Real Property Rights or the Gatos Mining Rights are constituted and (ii) (A) Gatos and the Gatos Subsidiaries are in good standing under all, and are not in default under any Gatos Mining Right, and (B) there is no existing condition, circumstance or matter which constitutes or which, with the passage of time or the giving of notice or both, would constitute a default under any, agreements or instruments under which the Gatos Real Property Rights or Gatos Mining Rights are constituted and, to the knowledge of Gatos, all such agreements and instruments are in good standing and in full force and effect and none of the counterparties to such agreements and instruments is in default thereunder. (c) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Gatos Material Adverse Effect, Gatos and the Gatos Subsidiaries own or have the right to use all of the Gatos Real Property Rights and Gatos Mining Rights, free and clear of all Liens, other than Permitted Liens. (d) Except as disclosed in Section 3.16(d) of the Gatos Disclosure Letter: (A) there is no written claim that has been made to Gatos or the Gatos Subsidiaries, or, to the knowledge of Gatos or the Gatos Subsidiaries, a reasonable basis for any claim, by a third party that Gatos or the Gatos Subsidiaries do not have the right to exploit or use the Gatos Mining Rights as currently used or exploited and as currently proposed to be used or as currently proposed to be exploited by Gatos or the Gatos Subsidiaries as of the date of this Agreement, except in each case for any frivolous claim; and (B) no holder of any material Gatos Mining Rights has any obligation to pay any commission, royalty or similar payment to any Person, other than any Governmental Entity, with respect to such material Gatos Mining Rights. (e) The Gatos Mining Rights and the Gatos Real Property Rights are not located within an area in which mining activities have been restricted or prohibited by the Instituto Nacional de Antropología e Historia (National Institute of Anthropology and History of Mexico) and no Governmental Entity has notified Gatos or any Gatos Subsidiary in writing of any archeological or historical findings affecting the Gatos Mining Rights and the Gatos Real Property Rights in a manner that would materially impair Gatos’ mining operations as currently conducted. To the knowledge of Gatos and the Gatos Subsidiaries (i) there are no indigenous communities near to the location of, or with an interest in or claim to the Gatos Mining Rights and the Gatos Real Property Rights; and (ii) the Gatos Mining Rights and the Gatos Real Property Rights are not located within any “Nature Protected Area” or “Natural Reserve”, as defined in the Environmental Laws, and neither Gatos nor the Gatos Subsidiaries have received written notice from any Governmental Entity informing Gatos or any Gatos Subsidiary of the creation of such areas or reserves where the Gatos Mining Rights and the Gatos Real Property Rights are located.

Real Property; Tangible Property. (a) Neither Partnership, the Partnership Subsidiaries, nor the Partnership JVs (i) owns, or has ever owned, No DWM Group Company currently owns any real property or (ii) is party to a Contract to purchase has in the past three years owned any real property. (b) Except as would not reasonably be expected to haveEach DWM Group Company has a valid, individually or in binding and enforceable leasehold interest under each of the aggregate, a Partnership Adverse Impact, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at leases to which the operations of Partnership and its Subsidiaries (or any Partnership JVs) are conducted it is a party as of the date hereof as a lessee (the “Partnership DWM Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any DWM Leased Properties to which it is a party as of the date hereof, including all amendments, letter agreements, terminations and modifications thereof (collectively, the “DWM Real PropertyProperty Leases”), is valid, binding and in full force and effecteffect as of the date hereof, subject except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. DWM has made available to the Enforceability ExceptionsICLK true, correct and complete copies of all Material DWM Real Property Leases (ii) no uncured as defined below). No DWM Group Company is in breach of or default on the part of Partnership orunder any Material DWM Real Property Lease, if applicable, its Subsidiary or any Partnership JVs, orand, to the knowledge Knowledge of PartnershipDWM, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the landlord thereunder exists passage of time or both, would result in such a default, except for such breaches or defaults as would not individually or in the aggregate reasonably be expected to be material to the DWM Group Companies taken as a whole. The DWM Leased Properties are suitable to allow the businesses of the DWM Group Companies to be operated as currently conducted in all material respects. To the Knowledge of DWM, (i) there are no pending condemnation proceedings with respect to any Partnership Lease of the DWM Leased Properties, and (iiiii) neither the execution and delivery of this Agreement nor the consummation current use of the Transactions willDWM Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No DWM Group Company has received or given any written notice of any default or event that with notice or without notice, the passage lapse of time, or both, give rise to would constitute a breach or default by any default DWM Group Company under any Partnership Lease. A true, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(b) of the Partnership Disclosure Letter. Except DWM Real Property Leases and, to the Knowledge of DWM, no other party is in breach or default thereof, except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to have be material to the DWM Group Companies, taken as a Partnership Adverse Impactwhole. As of the date of this Agreement, to the knowledge Knowledge of DWM, no party to any DWM Real Property Lease has exercised any termination rights with respect thereto. Schedule 4.13(b) of the PartnershipDWM Disclosure Letter contains a true and correct list of all Material DWM Real Property Leases. No Person other than the DWM Group Companies has the right to use the DWM Leased Properties, except as subleased by the buildingsrespective DWM Group Company to a sub-lessee. (c) Each DWM Group Company has good and marketable title to, structures or a valid leasehold interest in or right to use, all of its tangible assets, free and systems occupied by Partnership clear of all Liens other than: (i) Permitted Liens; (ii) the rights of lessors under any DWM Real Property Lease; and (iii) the Liens specifically identified on the Partnership Leased Real Property Schedule 4.13(c) of the DWM Disclosure Letter. The tangible assets of the DWM Group Companies: (A) constitute all of the tangible assets that are structurally soundcurrently being used for the operation of the businesses of the DWM Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the DWM Group Companies as currently conducted; and (B) have been maintained in accordance with generally applicable accepted industry practice, are in good operating condition and repair, normal ordinary wear and tear excepted, and free of any known latent defects are adequate and adequate suitable for the current uses to which they are being put by Partnership and its Subsidiaries. Except as would not reasonably be expected to haveput, individually or in the aggregateeach case, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs ) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Lease, the Partnership Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, to the knowledge of Partnership, threatened with respect to any Partnership Leased Real Property. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries and, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impactrespects.

Real Property; Tangible Property. (a) Neither Partnership, the Partnership Subsidiaries, nor the Partnership JVs (i) owns, or has ever owned, No Group Company currently owns any real property or (ii) is party to a Contract to purchase has owned any real propertyproperty since the Reference Date. (b) Except Each Group Company has a valid, binding and enforceable leasehold interest in the applicable real property leased by each Group Company (the “Company Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties (other than for the avoidance of doubt, any subleases, sublicenses or other use and occupancy agreements where the Group Company is the sublandlord, sublicensor or grantor), including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. No Group Company is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default, except for such breaches or defaults as would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a Partnership Adverse Impactwhole. To the Knowledge of the Company, (i) each material lease, sublease and other agreement (each, a “Partnership Lease”) under which Partnership or any of its Subsidiaries (or any Partnership JVs) uses or occupies or has the right to use or occupy any real property at which the operations of Partnership and its Subsidiaries (or any Partnership JVs) there are conducted as of the date hereof (the “Partnership Leased Real Property”), is valid, binding and in full force and effect, subject to the Enforceability Exceptions, (ii) no uncured default on the part of Partnership or, if applicable, its Subsidiary or any Partnership JVs, or, to the knowledge of Partnership, the landlord thereunder exists pending condemnation proceedings with respect to any Partnership Lease of the Company Leased Properties, and (iiiii) neither the execution and delivery of this Agreement nor the consummation current use of the Transactions willCompany Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has received or given any written notice of any current default or event that with notice or without notice, the passage lapse of time, or both, give rise to would constitute a breach or default by any default Group Company under any Partnership Lease. A true, complete and correct copy of each Partnership Lease has been made available to Parent and a list thereof is set forth on Schedule 3.16(b) of the Partnership Disclosure Letter. Except Company Real Property Leases and, to the Knowledge of the Company, no other party is in breach or default thereof, except for such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, be material to the knowledge Group Companies, taken as a whole. As of the Partnershipdate of this Agreement, the buildings, structures and systems occupied by Partnership on the Partnership Leased no party to any Company Real Property Lease has exercised any termination rights with respect thereto. Except as permitted after the occurrence of an event of default thereunder, no party to a Company Real Property Lease has the unilateral right to terminate any of the Company Real Property Leases prior to the end of its current term. Schedule 3.15(b)(i) of the Company Disclosure Letter contains a true and correct list of all material Company Real Property Leases. Except as set forth on Schedule 3.15(b)(ii) of the Company Disclosure Letter, no Person other than the Group Companies has the right to use the Company Leased Properties. (c) Each Group Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its tangible assets, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the Liens specifically identified on Schedule 3.15(c) of the Company Disclosure Letter. The tangible assets (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are structurally sound, in good operating condition and repair, normal wear and tear exceptedcurrently being used for the operation of the businesses of the Group Companies as they are now conducted, and free of any known latent defects taken together, are adequate and adequate sufficient for the current operation of the businesses of the Group Companies as currently conducted; and (B) are adequate and suitable for the uses to which they are being put by Partnership put, in each case of clauses (A) and its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, the Partnership and each of its Subsidiaries (or any of the Partnership JVs B) has a valid leasehold interest in or contractual right to use or occupy, subject to the terms of the applicable Partnership Lease, the Partnership Leased Real Property, free and clear of all Liens, except for the Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Partnership Adverse Impact, there are no condemnation proceedings pending or, be material to the knowledge of PartnershipGroup Companies, threatened with respect to any Partnership Leased Real Propertytaken as a whole. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact, Partnership or a Partnership Subsidiary (or a Partnership JVs ) is the sole owner and has good, valid and marketable title to, or in the case of leased personal property assets, valid leasehold interests in, all material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries and, to the knowledge of the Partnership the Partnership JVs including the Partnership Vessels, free and clear of any Liens, except Permitted Liens. The material tangible personal property currently used in the operation of the businesses of Partnership and the Partnership Subsidiaries is in good working order (reasonable wear and tear excepted) and is maintained consistently with industry standards, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Partnership Adverse Impact.