Common use of Real Property Clause in Contracts

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not haveExcept as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Company Material Adverse EffectEffect on the Company, with respect to each parcel of Company Owned Real Property: (i) either the Company or a Company Subsidiary of the Company has good and marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens any Liens, other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”)Liens, (ii) neither the Company nor any Company Subsidiary has leased or otherwise granted to anyone the right to use or occupy such parcel of Company Owned Real Property or any portion thereof, (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any such parcel of Company Owned Real Property or any portion thereof or interest therein, (iv) all buildings, structures, fixtures and improvements on the Company Owned Real Property are in good condition and repair and (v) there is no condemnation or other proceeding in eminent domain, pending or, to the knowledge of the Company, threatened, affecting any parcel of Company Owned Real Property or any portion thereof or interest therein. (b) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Material Adverse Effect on the Company: (i) each of the Company Leases is in full force and effect and constitutes a legal, valid and binding obligation of the Company or the applicable Company Subsidiary, (ii) there are no outstanding options or rights of any party to terminate any Company Lease prior to the expiration of the term thereof, (iii) neither the Company nor any Company Subsidiary is in default under any Company Lease, nor has any notice of default been received by the Company or any Company Subsidiary, (iv) there are no leases, subleases, licenses, rights concessions or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected pursuant to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or Company Subsidiary has granted to any Person the right to of use or occupy occupancy of any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property held by the Company or any Company Subsidiary under a Company Lease, (v) all buildings, structures, fixtures and improvements on the Company Leased Real Property are in the operation of its business thereon, good condition and repair and (iiivi) there is no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary condemnation or other proceeding in eminent domain pending or, to the knowledge of the Company, the landlord thereunderthreatened, exists under affecting any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company Property or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually portion thereof or in the aggregate, have a Company Material Adverse Effectinterest therein.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice owns any real property. Schedule 3(y) contains a complete and correct list of any pendingall the real property, facilities and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, fixtures that (i) each material leaseare leased or, sublease and other agreementin the case of fixtures, including mineral otherwise owned or storage rights possessed by the Company or any of its Subsidiaries, (collectively, the “Company Real Property Leases”ii) under in connection with which the Company or any of its Subsidiaries uses has entered into an option agreement, participation agreement or occupies acquisition agreement or has the right to use or occupy any material real property (the “Company Leased Real Property”iii) at which the material operations of the Company or any of its Subsidiaries has agreed to lease or otherwise acquire or may be obligated to lease or otherwise acquire in connection with the conduct of its business (collectively, including any of the foregoing acquired after the date of this Agreement, the “Real Property”), which list identifies all of the Real Property and specifies which of the Company and its Subsidiaries leases, owns or possesses each item of the Real Property. Schedule 3(y) also contains a complete and correct list of all leases and other agreements with respect to which the Company or any of its Subsidiaries is a party or otherwise bound or affected with respect to the Real Property, except master leases affiliated with any sub leases, easements, rights of way, access agreements, surface damage agreements, surface use agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real Property otherwise described on Schedule 3(y) (the “Real Property Leases”). Except as set forth in Schedule 3(y), all of the Real Property Leases are conducted, is valid, binding valid and in full force and effecteffect and are enforceable against all parties thereto. Except as set forth in Schedule 3(y), (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary ornor, to the knowledge of the Company’s Knowledge, the landlord thereunder, exists any other party thereto is in default in any material respect under any Company of such Real Property Lease, Leases and no event has occurred or circumstance exists which, which with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of timetime or both would constitute a default under, or bothotherwise give any party the right to terminate, would allow any of such Real Property Leases, or could adversely affect the limitation, revocation Company’s or termination any of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries Subsidiaries’ interest in and title to the Real Property subject to any of such Rights-of-WayReal Property Leases. All pipelines operated by the Company and its Subsidiaries are No Real Property Lease is subject to Rights-of-Waytermination, and there are no gaps (including any gap arising modification or acceleration as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effecttransactions contemplated hereby.

Real Property. Except as set forth in (a) Section 3.17 3.20 of the Company Disclosure Schedule: (a) With respect to each material Schedule sets forth a complete list of all real property owned or leased by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not have, individually of its Subsidiaries or in the aggregate, a Company Material Adverse Effect, (i) either otherwise used by the Company or a Subsidiary any of its Subsidiaries in, and material to, the conduct of their business or operations (collectively, together with all buildings, structures and other improvements and fixtures located on or under the land described in this Section 3.20 and all easements, rights and other appurtenances thereto, the "Real Property"). The Company or its Subsidiaries has marketable and insurable fee simple good title to such Company Owned the owned Real Property and good leasehold interests in the leased Real Property, free and clear of all Liens other than any Company Permitted Liens Liens. Copies of (i) all deeds, title insurance policies (including copies of exception documents thereunder) and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use surveys of the real property subject thereto by Real Property and (ii) all documents evidencing all Liens upon the owner (or lessee Real Property, to the extent a leased property) thereof such are in the operation files and records of its business (“Permitted Encumbrances”)the Company, (ii) have been furnished or made available to Purchaser or will be furnished or made available to Purchaser as promptly as practicable after the date of this Agreement. Except for the matters disclosed in the Company SEC Documents or in Section 3.20 of the Company Disclosure Schedule, there are no leasesproceedings, subleasesclaims, licensesdisputes or, rights or other agreements to the Company's knowledge, conditions affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect curtail or interfere with the existing use of the Company Owned Real Property by the Company in the operation such property, nor is an action of its business thereon, and (iii) there are no outstanding options rezoning or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary eminent domain pending or, to the knowledge of the Company, threatened for all or any portion of the landlord thereunder, exists under any Company Real Property. (b) All buildings on the Real Property Lease, are free of material title and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding physical defects which would do not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would notEach of the Company and its Subsidiaries has obtained all appropriate certificates, licenses, permits, easements and rights of way, including proofs of dedication, required to use and operate the Real Property in the manner in which the Real Property is currently being used and operated, except for such easements, certificates, licenses, permits or rights of way the failure of which to have obtained does not have, individually or in the aggregate, have a Company Material Adverse Effect: . (id) each of To the Company's knowledge, neither the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or nor any of its Subsidiaries is in violation in any material respect of any applicable building, zoning, health or other law, ordinance, regulation, contractual restriction or covenant in respect of the terms use or occupation of any Rights-of-Way) in the Rights-of-Way other than gaps that would notReal Property or structures or their operations thereon. Excluded from the scope of this representation and warranty are all matters related to Environmental Laws, individually Materials of Environmental Concern or in Environmental Claims; these excluded matters, to the aggregateextent subject to a representation and warranty under this Agreement, have a Company Material Adverse Effectare covered by Section 3.12.

Real Property. (a) Except as set forth in Section 3.17 of on Schedule 5.28, the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or Group does not own any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except . Other than as would not havereasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, (i) either the Company or a Subsidiary each member of the Company Group has marketable good, valid and insurable fee simple subsisting title to such Company Owned its respective owned Real PropertyProperty described on Schedule 5.28, free and clear of all Liens other than any Company (except for the Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”Liens), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, With respect to each Lease: (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, Lease is valid, binding and in full force and effect, ; (ii) neither all rents and additional rents and other sums, expenses and charges due thereunder have been paid; (iii) the lessee has been in peaceable possession since the commencement of the original term thereof; (iv) no waiver, indulgence or postponement of the lessee’s obligations thereunder has been granted by the lessor; (v) there exist no default or event of default thereunder by any member of the Company nor any Group; and (vi) there are no outstanding claims of its Subsidiaries is currently subleasingbreach or indemnification or notice of default or termination thereunder, licensing or otherwise granting any person the right to use or occupy a material portion in cases of a Company Leased Real Property that each of clauses (i) through (vi), other than as would not reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not haveto, individually or in the aggregate, have a Company Material Adverse Effect, . The Company Group holds the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to estate on the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, Lease free and clear of all Liens, except for Company the Permitted Liens and Permitted Encumbrances. Neither the Company nor any Liens of its Subsidiaries has received notice of any pending, and, to the knowledge mortgagees of the Company, there Real Property in which such leasehold estate is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which located. Except has would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would notreasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of , the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated Real Property leased by the Company Group is in a state of maintenance and its Subsidiaries are subject to Rights-of-Wayrepair adequate and suitable for the purposes for which it is presently being used, and there are no gaps (including any gap arising as a result of any breach by the Company repair or restoration works likely to be required in connection with any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way leased Real Properties other than gaps that would notas would, individually or in the aggregate, have a would cost the Company Material Adverse EffectGroup less than $1,000,000 on an annual basis to repair or otherwise remediate for any single Real Property.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company There is no Owned Real Property”). (b) Section 3.11(b) of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property, except as would not haveand a true and complete list of all Leases for each parcel of Leased Real Property. Sellers have made available to Buyer a true and complete copy of each Lease, individually or and in the aggregatecase of any oral Lease, a written summary of the material terms of such Lease. (c) Subject to the respective terms and conditions in the Leases, a Company Material Adverse Effect, (i) either is the Company or a Subsidiary sole legal and equitable owner of the Company has marketable leasehold interest in the Leased Real Property and insurable fee simple possesses good and enforceable title to such Company Owned Real Propertythereto, free and clear of all Liens (other than Permitted Liens). (d) With respect to each parcel of Real Property: (i) there are no pending or, to the Knowledge of BHB, threatened condemnation Proceedings, suits or administrative actions relating to any such parcel or other matters adversely affecting the current use, occupancy or value thereof; (ii) the use, ownership, occupancy and operation of the Real Property in the manner in which it is now used, owned, occupied and operated comply with all zoning, building, use, safety or other similar Laws; (iii) all Improvements on any such parcel are in good operating condition, ordinary wear and tear excepted, are supplied with utilities and other services necessary for the operation of the Business as currently conducted at such Real Property and safe for their current occupancy and use; (iv) neither any member of the Company Group nor Seller has received any notice of any special Tax, levy or assessment for benefits or betterments that affect any parcel of Real Property and, to the Knowledge of BHB, no such special Taxes, levies or assessments are pending or contemplated; (v) there are no Contracts granting to any third party or parties the right of use or occupancy of any such Real Property, and there are no third parties (other than the Company and its Subsidiaries) in possession of any such Real Property; (vi) each such Real Property abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the Knowledge of BHB, threatened termination of such access, (vii) all water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other utility services or systems for such Real Property have been installed and are operational and sufficient for the operation of the Company Group’s business as currently conducted thereon, and neither any Company Permitted Liens nor any Seller has received any notice of discontinuance of or reduction in such services, and conditions(viii) such Real Property is in material compliance with all applicable Laws and Permits, encroachmentsincluding, easementsbut not limited to, rights-of-waybuilding, restrictions zoning, subdivision, health and safety and other encumbrances that do land use and building codes, ordinances, statutes or laws, including the Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting such Real Property, and neither any Company nor any Seller has received notice of violation of any such Laws which have not adversely affect the existing use heretofore been cured or corrected. The Real Property comprises all of the real property subject thereto by the owner (owned, leased, subleased, licensed or lessee otherwise occupied or used or intended to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property used by the Company in the operation of its business thereonGroup, and (iii) there are no outstanding options or rights of first refusal in favor of any other the Company Group is not a party to any Contract or option to purchase such Company Owned Real Property or lease any real property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effecttherein. (be) Except as would not have, individually or in the aggregate, a Company Material Adverse EffectWith respect to each Lease, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations no member of the Company or any of its Subsidiaries are conductedGroup, as applicable, is validin default thereunder, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary orand, to the knowledge Knowledge of the CompanyBHB, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, which with the giving of notice, the notice or passage of time, or both, would constitute a material breach or default thereunder by any member of the Company Group (as applicable) or any other party thereto, (ii) the applicable member of the Company Group’s possession and quiet enjoyment of the Leased Real Property under such Lease has never been disturbed, and there are no current disputes with respect to such Lease, (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under a such Lease which has not been redeposited in full, (iv) no member of the Company Group owes, nor will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease, (v) no member of the Company Group has subleased, licensed or otherwise granted any other Person the right to use or occupy such Leased Real Property Lease. Except as would not haveor any portion thereof and there are no Persons other than member of the Company Group in possession of such Leased Real Property, (vi) no member of the Company Group has collaterally assigned or granted any security interest in such Lease or any interest therein, (vii) such Leased Real Property, including without limitation, the mechanical systems, HVAC systems, plumbing, electrical, security, utility and sprinkler systems, are in reasonable, working condition, subject only to normal, scheduled maintenance, are reasonably sufficient for the operation thereof for its current use, and to the Knowledge of BHB, there are no material structural or other physical defects or deficiencies in the condition of such improvements, and there are no facts or conditions that would, individually or in the aggregate, a Company Material Adverse Effect, interfere in any material respect with the Company and each use or occupancy of its Subsidiaries has a good and valid leasehold interest, subject to such improvements or any portion thereof in the terms operation of the business of the Company Group as currently conducted thereon, and (viii) neither such Leased Real Property Leasesnor the use or occupancy thereof violates in any way any applicable Permits, in each parcel of Company covenants, conditions or restrictions, whether federal, state, local or private, and the Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither Property or the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each applicable member of the Company Group has received all required certificates, licenses, Permits, authorizations and its Subsidiaries has such Rights-of-Way that are necessary for approvals in connection with the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectoccupancy thereof.

Real Property. (i) Except in any such case as set forth would not, individually or in Section 3.17 of the Company Disclosure Schedule: (a) With aggregate, reasonably be expected to have a Material Adverse Effect, with respect to each material the real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way its Subsidiaries (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i1) either the Company or a Subsidiary one of the Company its Subsidiaries, as applicable, has good and marketable and insurable fee simple title to such Company the Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereonEncumbrance, and (iii2) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company the Owned Real Property, or any portion of the Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effecttherein. (bii) Except as would not have, individually With respect to the real property leased or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which subleased to the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which ), the material operations of the Company lease or any of its Subsidiaries are conducted, sublease for such property is valid, binding legally binding, enforceable and in full force and effect, (ii) and neither the Company nor any of its Subsidiaries is currently subleasing, licensing in breach of or otherwise granting any person the right to use default under such lease or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Leasesublease, and no event has occurred or circumstance exists which, with the giving of notice, the passage lapse of time, time or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms by any of the Company Real Property Leasesor its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement except in each parcel of Company Leased Real Propertycase, free and clear of all Liensfor such invalidity, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pendingfailure to be binding, andunenforceability, to the knowledge of the Companyineffectiveness, there is no threatenedbreaches, condemnation proceeding with respect to any Company Leased Real Propertydefaults, except such proceeding which would not haveterminations, individually modifications, accelerations or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps repudiations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (iii) Section 3.02(i)(iii) of the Company Disclosure Schedule contains a true and complete list, as of the date hereof, of all Owned Real Property (together with all land, buildings, structures, fixtures and improvements located thereon). Section 3.02(i)(iii) of the Company Disclosure Schedule sets forth (x) a description of the principal functions conducted as of the date hereof at each parcel of Owned Real Property and (y) a correct street address and such other information as is reasonably necessary to identify each parcel of Owned Real Property.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect The Company or a Company Subsidiary, as the case may be, holds good and marketable title to each material any real property (other than real property in the nature of transmission or distribution lines) owned by the Company or any Company Subsidiary other than Company Real Property Leases and Rights-of-Way in fee (such property collectively, the “Company Owned Real Property”), free and clear of all Liens, except for such Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of which have been granted by the Company or any other party Company Subsidiary to third parties to purchase any Company Owned Real Property. (b) Except in each case as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each lease or sublease (each, a “Company Real Property Lease”) for real property under which the Company or any Company Subsidiary is a lessee or sublessee (collectively, the “Company Leased Real Property”) is in full force and effect and is a valid and binding obligation of the Company or the Company Subsidiary party thereto and, to the knowledge of the Company, of the other parties thereto, enforceable against the Company or the Company Subsidiary party thereto and, to the knowledge of the Company, against the other parties thereto in accordance with its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (ii) no written notices of default under any Company Real Property Lease have been received by the Company or any Company Subsidiary that have not been resolved; (iii) neither the Company nor any Company Subsidiary is in default under any Company Real Property Lease and, to the knowledge of the Company, no landlord is in default; and (iv) the Company or a Company Subsidiary is and has been in peaceable possession of each Company Leased Real Property subject to the terms of the applicable Company Real Property Lease. (c) The Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of and the Company Owned Leased Real Property by are referred to collectively herein as the “Company Real Property.” With respect to the Company in the operation of its business thereon. Neither Real Property, neither the Company nor any of its Subsidiaries Company Subsidiary has received any written notice of any pendingof, and nor to the knowledge of the Company does there is no threatenedexist, (i) any pending, threatened or contemplated condemnation proceeding with respect to or similar proceedings, or any sale or other disposition of any Company Owned Real PropertyProperty or any part thereof in lieu of condemnation or (ii) any non-compliance with any applicable building and zoning codes, deed restrictions, ordinances and rules, that, in each case, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. To the knowledge of the Company, the Company and the Company Subsidiaries have lawful rights of use and access to all Company Real Property necessary to conduct their businesses substantially as presently conducted except proceedings which as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except Except as would not have, individually or in the aggregate, a Company Partnership Material Adverse Effect, (i) either the Company Partnership or a Subsidiary of the Company Partnership has marketable good and insurable fee simple valid title to each material real property at which material operations of the Partnership or any of its Subsidiaries are conducted and that are owned by the Partnership or any Subsidiary, other than Partnership Real Property Leases and Rights-of-Way (such Company owned real property collectively, the “Partnership Owned Real Property”) and (ii) either the Partnership or a Subsidiary of the Partnership has a good and valid leasehold interest in each material lease, sublease and other agreement under which the Partnership or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property at which material operations of the Partnership or any of its Subsidiaries are conducted (any such property subject to such lease, sublease or other agreement, the “Partnership Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Partnership Real Property Leases”), in each case, free and clear of all Liens other than any Company Partnership Permitted Liens Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”)business. Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (iiA) each Partnership Real Property Lease is valid, binding and in full force and effect in accordance with its terms, except as such enforcement may be limited by Enforceability Exceptions, and (B) no uncured default of a material nature on the part of the Partnership or, if applicable, any of its Subsidiaries or, to the knowledge of the Partnership, the lessor thereunder, exists under any Partnership Real Property Lease, and no event has occurred or circumstance exists that, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Partnership Real Property Lease. (b) Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (i) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Partnership Owned Real Property or the Partnership Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company such Partnership Owned Real Property or Partnership Leased Real Property by the Company Partnership or its Subsidiaries in the operation of its business thereon, (ii) except for such arrangements solely among the Partnership and (iii) its Subsidiaries or among the Partnership’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company any Partnership Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Partnership Owned Real Property by the Company Partnership or its Subsidiaries in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (iiiii) neither the Company Partnership nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Partnership Owned Real Property or Partnership Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company such Partnership Owned Real Property or Partnership Leased Real Property by the Company Partnership or its Subsidiaries in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Partnership Material Adverse Effect: (i) each of the Company Partnership and its Subsidiaries has such Rights-of-Way that are necessary for the Company Partnership and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Partnership Permitted Liens); (ii) the Company Partnership and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company Partnership and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) neither the Company Partnership nor any of its Subsidiaries has not received written notice of, and, to the knowledge of the Partnership, there does not exist, the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company Partnership and its Subsidiaries in and to any such Rights-of-Way. All Except as would not, individually or in the aggregate, have a Partnership Material Adverse Effect, all pipelines operated by the Company Partnership and its Subsidiaries have or are subject otherwise entitled to the benefits of all Rights-of-WayWay that are necessary for the Partnership and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and there are no gaps (including any gap arising as a result of any breach by the Company Partnership or any of its Subsidiaries of the terms of any Rights-of-Way) in the such Rights-of-Way other than gaps that would not, individually or prevent the Partnership and its Subsidiaries to use and operate their respective assets and properties in the aggregate, have a Company Material Adverse Effectmanner that such assets and properties are currently used and operated.

Real Property. Except as set forth in (a) Section 3.17 3.21(a) of the Company Disclosure Schedule: Schedule sets forth (ai) With respect to each material a true and complete list of all real property owned leased or subleased by the Company or any Company Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Leased Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned address for each Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights the name of first refusal the third party lessor(s) thereof, the date of the lease contract relating thereto and all amendments thereof. The Company and each Company Subsidiary have a valid and subsisting leasehold interest in favor of any other party to purchase such Company Owned all Leased Real Property or any portion thereof or interest therein that would reasonably be expected leased by them, in each case free and clear of all Liens, other than Permitted Liens. The Company has made available to adversely affect the existing use Parent true and complete copies of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and all leases pertaining to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, . Each such lease is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property and all rent and other sums and charges payable by the Company and/or any Company Subsidiary as tenants thereunder are current in the operation of its business thereon, and (iii) no all material respects. No termination event or condition or uncured default of a material nature on the part of the Company or, if applicable, its or any Company Subsidiary or, to the knowledge Knowledge of the Company, the landlord thereunder, thereunder exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, such lease. (b) Neither the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms or any of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Subsidiaries owns any real property. (c) Neither the Company nor any of its Subsidiaries Company Subsidiary has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and, to the knowledge Knowledge of the Company, there is are no such proceedings threatened, condemnation proceeding with respect to affecting any Company portion of the Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material Schedule 3.09 sets forth by address all real property and interests in real property owned by the Company or any Company Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectivelyindividually, the an “Company Owned Real Property”), except as would not have, individually or . Schedule 3.09 sets forth by address all real property and interests in the aggregate, a Company Material Adverse Effect, (i) either real property leased by the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditionsSubsidiary (individually, encroachmentsa “Leased Property”; an Owned Property or Leased Property being sometimes referred to herein, easementsindividually, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent as a leased property) thereof in the operation of its business (“Permitted EncumbrancesCompany Property”). Except as has not had, (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would not reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Company Subsidiary has good, valid and each of its Subsidiaries has a good and valid leasehold interest, subject marketable fee simple title to the terms of the Company Real all Owned Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens other than Permitted Liens, except for Company Permitted Liens . No third party has an option to purchase the Owned Property and Permitted Encumbrancesthere are no leases or other rights to use or occupy any Owned Property or any portion thereof. Neither the Company nor any of its Company Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect are party to any Company Leased Real Propertyagreement to purchase or sell any real property. (b) Except as has not had, except such proceeding which or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the occupancies and uses of the Company Properties, as well as the development, construction, management, maintenance, servicing and operation of the Company Properties, comply in all material respects with all applicable Laws, covenants, conditions, restrictions, easements, licenses, permits and agreements. (c) Except as would notNotwithstanding anything to the contrary contained herein, individually or in the aggregate, have a Company Material Adverse Effect: (i) each none of the Company and its Subsidiaries has such Rights-of-Way that representations or warranties contained elsewhere in this Article III shall relate to real property matters, which are necessary for instead the Company and its Subsidiaries to use and operate their respective assets and properties subject of this Section 3.09 exclusively, unless otherwise expressly provided in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectthis Article III.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each Section 3.15(a) of the Disclosure Letter sets forth a list that is true, correct and complete in all material respects of all material real property owned or ground leased as of the date of this Agreement by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not have. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) either the Company or a Subsidiary one of its Subsidiaries has good and valid title to each of the Company has marketable and insurable fee simple title to such Company Owned Real PropertyProperties, free and clear of all Liens other than other than Permitted Liens. There are no purchase options, rights of first refusal or similar right outstanding with respect to any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by Owned Real Properties, except for such options or rights the owner (exercise of which, individually or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”)aggregate, (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that has not had and would not reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereonhave a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written notice of any pendingpending condemnation and, and to the knowledge of the Company Company, there is no threatenedcondemnation threatened in writing, condemnation proceeding with respect to any Company of the Owned Real PropertyProperties, except proceedings which would not havefor such condemnations, individually or in the aggregate, which have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company has heretofore delivered or made available to Parent copies that are true, correct and complete in all material respects of all leases having an annual rental value of at least $5 million pursuant to which the Company or any of its Subsidiaries leases all or a portion of any Owned Real Property to a third party as of the date of this Agreement. (b) Except as would not haveSection 3.15(b) of the Disclosure Letter sets forth a list that is true, individually or correct and complete in the aggregateall material respects of all material leases, a Company Material Adverse Effect, (i) each material lease, sublease subleases and other agreement, including mineral or storage rights (collectively, agreements as of the “Company Real Property Leases”) date of this Agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy occupy, now or in the future, any material real property (a “Real Property Lease”). Except as, individually or in the “Company Leased aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect, each Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, Property Lease is valid, binding and in full force and effect, (ii) neither and all rent and other sums and charges payable by the Company nor or any of its Subsidiaries is currently subleasingas tenants thereunder are current. Except as, licensing individually or otherwise granting any person in the right to use or occupy a material portion of a Company Leased Real Property that aggregate, has not had and would not reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereonhave a Material Adverse Effect, and (iii) no termination event or condition or uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, thereunder exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, interest in each parcel of Company Leased real property leased by it pursuant to a Real Property, Property Lease free and clear of all Liens, except for Company Permitted Liens Liens. Except as, individually or in the aggregate, has not had and Permitted Encumbrances. Neither would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has received written notice of any pending, pending condemnation and, to the knowledge of the Company, there is no threatenedcondemnation threatened in writing, condemnation proceeding with respect to any Company Leased property leased pursuant to any of the Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse EffectProperty Leases. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of Neither the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or nor any of its Subsidiaries of the terms of any Rights-of-Way) conducts manufacturing operations in the Rights-of-Way other than gaps that would not, individually or United States with annual revenues in the aggregate, have a Company Material Adverse Effectexcess of $1 million.

Real Property. Except as set forth in (a) Section 3.17 3.19(a)(1) of the Company Disclosure Schedule: (a) With respect to each material Letter sets forth a true and complete list of all the real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way of its Subsidiaries (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in . With respect to the aggregate, a Company Material Adverse Effect, Owned Real Property (i) either located other than in Israel, the Company or a the applicable Subsidiary of the Company has holds good and marketable and insurable fee simple title (or its equivalent) to such Company Owned Real Property, Property free and clear of all Liens other than any Company Permitted Liens and conditionsLiens, encroachmentsexcept as would not, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (individually or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”)aggregate, have a Material Adverse Effect on the Company, and (ii) there are no leaseswith respect to the Owned Real Property located in Israel, subleases, licenses, rights the Company is registered as the exclusive owner of such Owned Real Property in the Israel Land Registry or other agreements affecting any portion applicable registry. Except as set forth in Section 3.19(a)(2) of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of Disclosure Letter, neither the Company Owned Real Property by the Company in the operation nor any of its business thereon, Subsidiaries is a party to any Contract or option to purchase or sell any real property or interest therein and (iii) there are no outstanding options options, rights of first offer or rights of first refusal in favor of any other party to purchase such Company or lease the Owned Real Property Property, or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereontherein. Neither the Company nor any of its Subsidiaries has received any written notice of any pendingof, and and, to the knowledge of the Company Company, there is no threatenedpending, threatened or contemplated condemnation proceeding with respect to affecting any Company of the Owned Real Property, except proceedings which would not haveProperty or of any sale or other disposition of the Owned Real Property in lieu of condemnation. Except as, individually or in the aggregate, would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole, (i) no portion of the Owned Real Property is in violation of any Applicable Law, and there are no presently outstanding and uncured written notices of violation of any Applicable Law, and (ii) the buildings and other improvements on the Owned Real Property are structurally sound, the systems therein (including the mechanical, electrical, heating, ventilation, air conditioning, sprinkler, fire safety and plumbing systems) are in proper working order (ordinary wear and tear excepted) and the buildings and other improvements thereon are in compliance with all applicable Laws. (b) Except as would not haveSection 3.19(b) of the Company Disclosure Letter contains a true and complete list of all leases, individually subleases, licenses, occupancy agreements, or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights Contracts (collectively, the “Company Real Property Outbound Leases”) under pursuant to which the Company or any of its Subsidiaries has granted to any other Person the right to use or occupy the Owned Real Property or any portion thereof (the “Outbound Leased Property”). (c) Section 3.19(c) of the Disclosure Letter lists all material leases or subleases pursuant to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (collectively with the Outbound Leases, the “Company Leases”) (such property, the “Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted” and, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, collectively with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Outbound Leased Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Owned Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased “Real Property”), and except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: Effect on the Company: (i) each Lease, as of the date of this Agreement, (A) is valid and in full force and effect with respect to the Company or any of its Subsidiaries that is a party thereto and, to the knowledge of the Company and its Subsidiaries has such Rights-of-Way that are necessary for (except where the counterparty is an Affiliate of the Company and its Subsidiaries to use and operate their respective assets and properties in or any such Subsidiary or another Subsidiary), the manner that such assets and properties are currently used and operatedother party or parties thereto, and (B) is enforceable, in each such Right-of-Way is valid case except as may be limited by the Bankruptcy and free and clear of all Liens (other than Company Permitted Liens)Equity Exceptions; and (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event no breach or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach default by the Company or any of its Subsidiaries that is a party to a Lease has occurred and is continuing under such Lease, or, to the knowledge of the terms Company, any other party or parties thereto (except where the counterparty is an Affiliate of the Company or any Rights-of-Waysuch Subsidiary or another Subsidiary), and no event has occurred that, with the lapse of time or giving of notice, or both, would constitute a breach or event of default by the Company or any such Subsidiary or, to the knowledge of the Company, any other party or parties thereto (except where the counterparty is an Affiliate of the Company or any such Subsidiary or another Subsidiary). (d) The Company, its Subsidiaries, and, to the knowledge of the Company, each of the Company’s and its Subsidiaries’ lessees, use all Real Property in accordance with the Rights-of-Way other than gaps that zoning Laws applicable to each such respective Real Property, except as would not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company.

Real Property. (i) Except in any such case as set forth would not, individually or in Section 3.17 of the aggregate, reasonably be expected to have a Company Disclosure Schedule: (a) With Material Adverse Effect, with respect to each material the real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way its Subsidiaries (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (iA) either the Company or a Subsidiary one of the Company its Subsidiaries, as applicable, has good and marketable and insurable fee simple title to such Company the Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereonEncumbrance, and (iiiB) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company the Owned Real Property Property, or any portion thereof or interest therein that would reasonably be expected therein. (ii) With respect to adversely affect the existing use real property leased or subleased to the Company or its Subsidiaries (the “Leased Real Property”), the lease or sublease for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor or any of its Subsidiaries has received notice is in breach or violation of any pendingor default under such lease or sublease, and to the knowledge no event has occurred which, with notice, lapse of time or both, would constitute a breach, violation or default by any of the Company there or its Subsidiaries or permit termination, modification, acceleration or repudiation by any third party thereunder, or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement except in each case, for such invalidity, failure to be binding, unenforceability, ineffectiveness, breaches, violations, defaults, changes, terminations, modifications, accelerations or repudiations that is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not havenot, individually or in the aggregate, reasonably expected to have a Company Material Adverse Effect. (biii) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (iSection 5.1(k)(iii) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company Disclosure Letter contains a true and complete list of all Owned Real Property. (iv) For purposes of this Section 5.1(k) and Section 6.1(a)(v) only, “Encumbrance” means any mortgage, lien, pledge, charge, security interest, easement, covenant, or other restriction or title matter or encumbrance of any kind in respect of its Subsidiaries are conducted, is valid, binding and such asset but specifically excludes (a) specified encumbrances described in full force and effect, (iiSection 5.1(k)(iv) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company Disclosure Letter; (b) encumbrances for current Taxes or other governmental charges not yet due and payable or contested in good faith; (c) mechanics’, carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the operation ordinary course of its business thereon, and (iii) consistent with past practice relating to obligations as to which there is no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, or the landlord thereunder, exists under any Company Real Property Lease, validity or amount of which is being contested in good faith by appropriate proceedings; and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (cd) Except as would other encumbrances that do not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each materially impair the continued use or operation of the specific parcel of Owned Real Property to which they relate or the conduct of the business of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectpresently conducted.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each Section 3.16(a) of the Disclosure Letter sets forth a true, correct and complete list of all material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way as of the date of this Agreement (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect. With respect to each Owned Real Property, (i) either the Company or a Subsidiary one of the Company its Subsidiaries has good and marketable and insurable title in fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”)Liens, (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof and (iii) there are no material leases, subleases, licenses, options, rights, concessions or interest therein that other agreements affecting any portion of such Owned Real Property. Except as has not had and would not reasonably be expected to adversely affect have, individually or in the existing use aggregate, a Material Adverse Effect, (a) each material lease pursuant to which the Company or any of its Subsidiaries lease all or a portion of any owned Real Property to a third party is valid, binding and in full force and effect and all rent and other sums and charges payable to the Company and its Subsidiaries as landlords thereunder are current, (b) there are no purchase options, rights of first refusal or similar rights outstanding with respect to any of the Owned Real Properties, and (c) no termination event or condition or uncured default of a material nature on the part of the Company Owned Real Property by or, if applicable, its Subsidiary or, to the Company in knowledge of the operation of its business thereonCompany, the tenant thereunder exists under any such lease. Neither the Company nor any of its Subsidiaries has received written notice of any pendingpending and, and to the knowledge of the Company Company, there is no threatened, condemnation proceeding with respect to any Company of the Owned Real Property, except proceedings which Properties. (b) Except as has not had and would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property occupy, now or in the future (the “Company Leased Real PropertyProperty Leases”) at which the material operations of the Company or any of its Subsidiaries are conducted), is valid, binding and in full force and effecteffect and all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing no termination event or otherwise granting any person the right to use condition or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, thereunder exists under any Company Real Property Lease, Lease and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (iii) the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, interest in each parcel of Company Leased Real Property, real property leased by it free and clear of all Liens, except for Company Permitted Liens and Permitted EncumbrancesLiens. Neither the Company nor any of its Subsidiaries has received written notice of any pending, pending and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries property leased pursuant to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse EffectReal Property Leases.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect Company and each Company Subsidiary has good and marketable title to each material parcel of real property owned in fee by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way it (such property collectively, the “Company "Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i") either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens mortgages, pledges, liens, encumbrances and conditionssecurity interests, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner except (i) those reflected or lessee to the extent a leased property) thereof reserved against in the operation of its business (“Permitted Encumbrances”)Company Balance Sheet or otherwise disclosed in the Company Financial Statements, (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company Taxes and general and special assessments not in the operation of its business thereondefault and payable without penalty and interest, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein liens, mortgages, pledges, encumbrances and security interests that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, aggregate have not resulted in or are not reasonably likely to result in a Company Material Adverse EffectEffect on Company. (b) Except as would not haveAll leases, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease subleases and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) agreements under which the Company or any of its Subsidiaries Company Subsidiary uses or occupies or has the right to use or occupy occupy, now or in the future, any material real property or any improvements on real estate (the “Company Leased "Real Property”Property Leases") at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) effect and neither the Company nor any Company Subsidiary is in default of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation provisions of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, except for such non-monetary defaults as have not had and no event has occurred or circumstance exists whichare not reasonably likely to have, in the aggregate, with respect to all such Real Property Leases a Material Adverse Effect on the giving Company. The interests of noticeCompany and the Company Subsidiaries in the Real Property Leases are free and clear of all mortgages, pledges, liens, encumbrances and security interests, except (i) those reflected or reserved against in the Company Balance Sheet, and (ii) Taxes and general and special assessments not in default and payable without penalty and interest. No consent, authorization or approval of, or filing with, any third party to the Real Property Leases is required to be made or obtained by Company or any Company Subsidiary in connection with this Agreement, the passage of timeother Transaction Documents, the Offer, or boththe Merger except for such consents, would constitute authorizations and approvals or filings, the failure of which to obtain or make are not reasonably likely to have, in the aggregate with respect to all such Real Property Leases, a material breach or default adverse effect on the Surviving Corporation and its Subsidiaries, taken as a whole. From and after the Effective Time, the Surviving Corporation and the Company Subsidiaries will have all of the same rights, benefits and privileges under a Company the Real Property Lease. Except Leases as though the Surviving Corporation was the Company except for such exceptions as are not reasonably likely to have, in the aggregate with respect to all Real Property Leases, a material adverse effect on the Surviving Corporation and its Subsidiaries, taken as a whole. (c) The improvements constructed at each facility subject to a Real Property Lease or located on Owned Real Property, including without limitation all leasehold improvements and all fixtures owned, leased or used by Company or any Company Subsidiary at such facilities are: (i) structurally sound in all respects with no defects; (ii) in good operating condition and repair in all respects, subject to ordinary wear and tear; (iii) not in need of repair or correction except for ordinary routine maintenance and repair; and (iv) sufficient in all respects for the operation of Company's business as presently conducted, except to the extent that the failure of this representation and warranty to be true does not have and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Effect on Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary other than of its Subsidiaries as of the date hereof or in which the Company Real Property Leases and Rights-of-Way or any of its Subsidiaries owns an undivided interest (such property collectively, the “Company Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and except as set forth in Section 3.15(a) of the Company Disclosure Schedule, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real PropertyProperty or in the case of undivided interest, insurable title thereto, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not materially and adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business in the ordinary course (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights subleases or other agreements licenses affecting any portion of the Company Owned Real Property that would reasonably be expected to materially and adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, thereon in the ordinary course and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to materially and adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereonthereon in the ordinary course. Neither As of the date hereof, neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, lease and sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conductedconducted as of the date hereof, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to materially and adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, in the ordinary course thereon and (iii) no the Company has not received written notice of any uncured default of a material nature on the part of the Company orand, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under with respect to any Company Real Property Lease, and to the knowledge of the Company no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither As of the date hereof, neither the Company nor any of its Subsidiaries has received written notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect

Real Property. Except as set forth in (i) Section 3.17 2.1(k)(i) of the Company Disclosure Schedule: (a) With respect to Schedule sets forth the street address of each material parcel of real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectivelyone of its Subsidiaries, the “Company "Owned Real Property”"), except as would not have, individually or in the aggregate, a . The Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has and its Subsidiaries have good and marketable and insurable fee simple title to such Company the Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except where such impairment to title would not reasonably be expected to have a Material Adverse Effect on the Company. Section 2.1(k)(i) of the Company Disclosure Schedule sets forth a true and complete list of all leases, subleases, licenses and other agreements (true and correct copies of which have been delivered to Holdings) pursuant to which the Company and its Subsidiaries occupy and use any real property (the "Leases"). The Leases are in full force and effect in all material respects, free and clear of all Liens, except for such exceptions as would not reasonably be expected to have a Material Adverse Effect on the Company. To the best knowledge of the Company, no parties to the Leases are in material breach or default of such leases. (ii) Neither the Company Permitted Liens nor any of its Subsidiaries is obligated under or bound by any agreement, option, right of first refusal, purchase contract, or other contractual right to sell, lease or dispose of any Owned Real Property or any portions thereof or interests therein which property, portions and Permitted Encumbrancesinterests, individually or in the aggregate, are material to the conduct of the business of the Company or its Subsidiaries as currently conducted. Neither the Company nor any of its Subsidiaries has received notice or any affiliates of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) foregoing has an ownership, financial or other interest in the Company landlord under any of the Leases which exceeds a 50% ownership, financial or other interest in such landlord. The Owned Real Property and the Leases comprise all of the real property used in the Company's and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse EffectSubsidiaries' business.

Real Property. Except (a) Neither the Company nor any Company Subsidiary owns any parcel of real property that is material to the business of the Company and the Company Subsidiaries, taken as set forth in a whole. (b) Section 3.17 3.18(b) of the Company Disclosure Schedule: (a) With respect to Schedule lists by address each material parcel of real property owned leased or subleased by the Company or any Company Subsidiary other than Company Real Property Leases that is currently used in and Rights-of-Way (such property collectively, material to the “Company Owned Real Property”), except as would not have, individually or in conduct of the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary business of the Company has marketable and insurable fee simple title to such the Company Owned Real PropertySubsidiaries, free and clear of all Liens other than any taken as a whole (the "Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”Leased Properties"), (ii) there are no leases, subleases, licenses, rights or other agreements affecting and any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property material guaranty given by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Subsidiary in connection therewith. The Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each one of its Subsidiaries has a good and valid leasehold interest, subject to the terms interest in all of the Company Real Property Leases, in each parcel of Company Leased Real PropertyProperties, free and clear of all Liens, except (i) Liens for current taxes and assessments not yet past due, (ii) inchoate mechanics' and materialmen's Liens for construction in progress, (iii) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company Permitted or such Company Subsidiary consistent with past practice, and (iv) all Liens and Permitted Encumbrances. Neither other imperfections of title (including matters of record) and encumbrances that do not materially interfere with the conduct of the business of the Company nor any of its Subsidiaries has received notice of any pendingand the Company Subsidiaries, andtaken as a whole, to the knowledge of the Companyor as have not had, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: Effect (i) each of the Company and its Subsidiaries collectively, "Permitted Liens"). Except as has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operatednot had, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company, the Company or one of the Company Subsidiaries has the right to the use and occupancy of the Company Leased Properties, subject to the terms of the applicable leases and subleases relating thereto and Permitted Liens.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect Neither Company nor any of its subsidiaries currently owns or has ever owned any real property. (b) To the extent not disclosed in the Company SEC Documents, Schedule 2.26 sets forth a list of all leases, licenses or similar agreements to each material real property owned by the which Company or any Subsidiary other than Company Real Property of its subsidiaries is a party, that are for the use or occupancy of real estate owned by a third party (“Leases”) (copies of which have previously been furnished to Parent), in each case, setting forth: (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the Leases and Rights-of-Way (such ii) the street address or legal description of each property collectively, covered thereby (the “Company Owned Real PropertyLeased Premises”). The Leases are in full force and effect in all material respects, to the knowledge of Company, and have not been amended except as disclosed in the Company SEC Documents or Schedule 2.26 and, Company is not, and, to the knowledge of Company, no other party thereto, is in default or breach under any such Lease and no event has occurred by Company that, with the passage of time or the giving of notice or both, would cause a breach of or default of Company under any of such Leases, except as to the extent such default would not have, individually or in the aggregate, have a Company Material Adverse Effect. Either Company or its subsidiaries have valid leasehold interests in each of the Leased Premises, which leasehold interest is free and clear of any liens, covenants and easements or title defects of any nature whatsoever other than Permitted Liens. (c) With respect to the Leased Premises, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Propertythere are no pending or, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in knowledge of Company, threatened condemnation proceedings, suits or administrative actions relating to any such parcel or other matters affecting adversely the operation of its business (“Permitted Encumbrances”)current use, occupancy or value thereof, (ii) to the Company’s knowledge, all improvements, buildings and systems on any such parcel are in good repair and safe for their current occupancy and use, (iii) to the knowledge of Company, there are no leases, subleases, licenses, rights contracts or other agreements affecting (whether oral or written) granting to any portion party or parties the right of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use or occupancy of the Company Owned Real Property by the Company in the operation of its business thereonany such parcel, and there are no parties (iiiother than Company) in possession of any such parcel, (iv) to the knowledge of Company, there are no outstanding options or rights of first refusal in favor of any other party or similar rights to purchase any such Company Owned Real Property parcel or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pendingtherein, and (v) to the knowledge of Company, all facilities located on each such parcel are supplied with utilities and other services necessary for their ownership, operation or use, currently or as currently proposed by Company, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations and (vi) to the Company Company’s knowledge, each such parcel abuts on and has adequate direct vehicular access to a public road and there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary pending or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or threatened termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectaccess.

Real Property. Except as set forth in (a) All Real Property owned by the Company is described on Section 3.17 7.6(a) of the Company Disclosure Schedule: Letter (a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”). The Company has valid and insurable (at ordinary rates) fee simple title to the Owned Real Property subject, in each case, to all Permitted Liens and Permitted Encumbrances. (b) The Company does not lease any Real Property. (c) There are no actions, proceedings, governmental investigations, arbitrations, unsatisfied orders or judgments, actions, litigation, suits, or other proceedings, pending (or, to the Company’s knowledge, overtly contemplated or threatened) against the Company or otherwise relating to the Real Property or the interests of the Company therein, which would be reasonably likely to interfere with the use, ownership, improvement, development and/or operation of the Real Property; in each case except as would not havefor such actions, proceedings or litigation, which, individually or in the aggregate, would not be reasonably likely to (x) have a Company Material Adverse EffectEffect or (y) materially impair or materially delay the Closing. (d) There are no pending condemnation, eminent domain, or similar proceedings or actions pending or, to the Company’s knowledge, threatened with regard to the Real Property. (ie) either There are no violations or alleged violations of any Laws with respect to the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free including but not limited to zoning and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding Americans with respect to any Company Owned Real Property, except proceedings Disabilities Act matters which would not havewould, individually or in the aggregate, a Company Material Adverse Effect. be reasonably likely to (bx) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: Effect or (iy) each materially impair or materially delay the Closing. To the Company’s knowledge, there are no material inquiries, complaints, proceedings or investigations (excluding routine, periodic inspections) pending regarding compliance of the Company Real Property with any such Laws. (f) To the Company’s knowledge, all material Improvements located on, under, over or within the Real Property (including chillers and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operatedelevators), and all other aspects of each such Right-of-Way is valid parcel of Real Property, are in good operating condition and repair and are structurally sound and free and clear of all Liens any material defects. (other than g) The Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does has not violate filed notices of protest or appeal against, or commenced proceedings to recover, real property tax assessments against any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse EffectReal Property.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has good and marketable and insurable fee simple title to such each real property owned by the Company or its Subsidiaries at which material operations of the Company or its Subsidiaries are conducted (collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each material real property that is leased, subleased, used or otherwise occupied by the Company or its Subsidiaries and at which material operations thereof are conducted (collectively, the “Company Leased Real Property”) pursuant to the applicable lease, sublease, use or occupancy agreement pursuant to which the Company or its Subsidiaries has been granted rights with respect thereto (together with all amendments, modifications, guarantees and other supplements thereto, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse EffectLiens. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, Lease is valid, binding and in full force and effecteffect in accordance with its terms, subject to the Remedies Exceptions, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists whichthat, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any (iii) there are no pending, and, nor to the knowledge of the Company, there is no threatened, condemnation proceeding condemnation, eminent domain or similar proceedings with respect to any material Company Leased Real Property, except such proceeding which would and (iv) no casualty event has occurred that is material to any Company Real Property that has not havebeen remedied in all material respects (including as required, individually or in the aggregateif applicable, pursuant to a Company Material Adverse Effect. (c) Except as would notReal Property Lease). The Company Real Property constitutes all real property used, individually held for use, or necessary to be used, in connection with the aggregate, have a Company Material Adverse Effect: (i) each business of the Company and its Subsidiaries has such Rights-of-Way that as presently conducted. There are necessary for no pending, nor to the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any knowledge of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations Company, threatened, condemnation, eminent domain or similar proceedings with respect to such Rights-of-Way; and (iv) the any material Company Real Property. No casualty event has occurred that is material to any Company Real Property that has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result been remedied in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps all material respects (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would notrequired, individually or in the aggregateif applicable, have pursuant to a Company Material Adverse EffectReal Property Lease).

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not haveExcept as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Company Material Adverse EffectEffect on the Company, with respect to each parcel of Company Owned Real Property: (i) either the Company or a Company Subsidiary of the Company has good and marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens any Liens, other than Permitted Liens; (ii) neither the Company nor any Company Permitted Liens Subsidiary has leased or otherwise granted to anyone the right to use or occupy such parcel of Company Owned Real Property or any portion thereof; (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any such parcel of Company Owned Real Property or any portion thereof or interest therein; (iv) all buildings, structures, fixtures and conditionsimprovements on the Company Owned Real Property are in good condition and repair, encroachmentsordinary wear and tear excepted; and (v) there is no condemnation or other proceeding in eminent domain, easementspending or, rights-of-way, restrictions and other encumbrances that do not adversely affect to the existing use knowledge of the real property Company, threatened, affecting any parcel of Company Owned Real Property or any portion thereof or interest therein. (b) Except as, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Material Adverse Effect on the Company: (i) each of the Company Leases is in full force and effect and constitutes a legal, valid and binding obligation of the Company or the applicable Company Subsidiary, subject thereto to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (regardless of whether such enforceability is considered in a proceeding at equity or law); (ii) there are no outstanding options or rights of any party to terminate any Company Lease prior to the expiration of the term thereof; (iii) neither the Company nor any Company Subsidiary is in default under any Company Lease, nor has any notice of default been received by the owner Company or any Company Subsidiary; (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (iiiv) there are no leases, subleases, licenses, rights concessions or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected pursuant to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or Company Subsidiary has granted to any Person the right to of use or occupy occupancy of any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property held by the Company or any Company Subsidiary under a Company Lease; (v) all buildings, structures, fixtures and improvements on the Company Leased Real Property are in the operation of its business thereongood condition and repair, ordinary wear and tear excepted; and (iiivi) there is no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary condemnation or other proceeding in eminent domain pending or, to the knowledge of the Company, the landlord thereunderthreatened, exists under affecting any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company Property or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually portion thereof or in the aggregate, have a Company Material Adverse Effectinterest therein.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Each Natural Gas Project Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company owns or a Subsidiary of the Company leases all Owned Operator Project Real Property and Leased Operator Project Real Property described in Schedule 4.12(a) as being owned or leased by such Natural Gas Project Company, (ii) has marketable good and insurable valid fee simple title to such Company each Owned Operator Project Real PropertyProperty that is material to the operation of the applicable Natural Gas Project, and (iii) has a good and valid leasehold interest in, and enjoys peaceful and undisturbed possession of, each Leased Operator Project Real Property that is material to the operation of the applicable Natural Gas Project, in each case, free and clear of all Liens other than any (except for Permitted Liens), except pursuant to this Agreement and the Contracts listed and as otherwise noted on Schedule 4.12(a). (b) Each Coal Operator Project Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (i) owns or lessee to the extent a leased property) thereof leases its proportionate share in the operation of its business (“Permitted Encumbrances”)undivided interest in all Owned Operator Project Real Property and Leased Operator Project Real Property described in Schedule 4.12(b) as being partially owned or leased by such Coal Operator Project Company, (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company has good and valid fee simple title to each Owned Operator Project Real Property that would reasonably be expected is material to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereonthe applicable Coal Operator Project, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interestinterest in, subject and enjoys peaceful and undisturbed possession of, each Leased Operator Project Real Property that is material to the terms operation of the Company Real Property Leasesapplicable Coal Operator Project, in each parcel of Company Leased Real Propertycase, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company except for Permitted Liens); , except pursuant to this Agreement and the Contracts listed and as otherwise noted on Schedule 4.12(b). (c) Each Coal Participant Project Company (i) owns or leases its proportionate share in the undivided interest in all Owned Participant Project Real Property and Leased Participant Project Real Property described in Schedule 4.12(c) as being partially owned or leased by such Coal Participant Project Company, (ii) has good and valid fee simple title to each Owned Participant Project Real Property that, to Sellers’ Knowledge, is material to the Company and its Subsidiaries conduct their businesses in a manner that does not violate any operation of the Rights-of-Way; applicable Participant Project, and (iii) has a good and valid leasehold interest in, and enjoys peaceful and undisturbed possession of, each Leased Participant Project Real Property that, to Sellers’ Knowledge, is material to the operation of the applicable Coal Participant Project, in each case, free and clear of all Liens (except for Permitted Liens), except pursuant to this Agreement and the Contracts listed and as otherwise noted on Schedule 4.12(c). (d) The Retail Company (i) owns or leases all Owned Retail Real Property and its Subsidiaries Leased Retail Real Property described in Schedule 4.12(d) as being owned or leased by the Retail Company, (ii) has good and valid fee simple title to each Owned Retail Real Property that is material to the operation of the Retail Company, and (iii) has a good and valid leasehold interest in, and enjoys peaceful and undisturbed possession of, each Leased Retail Real Property that is material to the operation of the Retail Company, in each case, free and clear of all Liens (except for Permitted Liens), except pursuant to this Agreement and the Contracts listed and as otherwise noted on Schedule 4.12(d). (e) Except as described in Schedule 4.12(e), (i) Sellers have fulfilled delivered to Buyer true and performed all complete copies of their obligations with respect the leases in effect at the date hereof relating to such Rights-the Leased Operator Project Real Property and the Leased Retail Real Property, (ii) none of the Operator Project Companies or the Retail Company has received any written notice of-Way; , or is in, any material default, violation or breach under any lease relating to the Leased Operator Project Real Property or the Leased Retail Real Property, (iii) none of the Coal Participant Project Companies or, to Sellers’ Knowledge, any Coal Participant Project Operator has received any written notice of, or is in, any material default, violation or breach under any lease relating to the Leased Participant Project Real Property, and (iv) the Company there has not received written notice been any sublease or assignment entered into by any of the occurrence of Retail Company, the Project Companies or, to Sellers’ Knowledge, any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of Coal Participant Project Operator with respect to any Right-of-Way or would result in any impairment of the rights of leases relating to the Company and its Subsidiaries in and to Leased Real Property. (f) Neither DECAM nor the HoldCos own or lease any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectreal property.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material Schedule Section 3.09 sets forth by address all real property and interests in real property owned by the Company or any Company Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectivelyindividually, the an “Company Owned Real Property”), except as would not have, individually or . Schedule Section 3.09 sets forth by address all real property and interests in the aggregate, a Company Material Adverse Effect, (i) either real property leased by the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditionsSubsidiary (individually, encroachmentsa “Leased Property”; an Owned Property or Leased Property being sometimes referred to herein, easementsindividually, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent as a leased property) thereof in the operation of its business (“Permitted EncumbrancesCompany Property”). Except as has not had, (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would not reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Company Subsidiary has good, valid and each of its Subsidiaries has a good and valid leasehold interest, subject marketable fee simple title to the terms of the Company Real all Owned Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens other than Permitted Liens, except for Company Permitted Liens . No third party has an option to purchase the Owned Property and Permitted Encumbrancesthere are no leases or other rights to use or occupy any Owned Property or any portion thereof. Neither the Company nor any of its Company Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect are party to any Company Leased Real Propertyagreement to purchase or sell any real property. (b) Except as has not had, except such proceeding which or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the occupancies and uses of the Company Properties, as well as the development, construction, management, maintenance, servicing and operation of the Company Properties, comply in all material respects with all applicable Laws, covenants, conditions, restrictions, easements, licenses, permits and agreements. (c) Except as would notNotwithstanding anything to the contrary contained herein, individually or in the aggregate, have a Company Material Adverse Effect: (i) each none of the Company and its Subsidiaries has such Rights-of-Way that representations or warranties contained elsewhere in this Article III shall relate to real property matters, which are necessary for instead the Company and its Subsidiaries to use and operate their respective assets and properties subject of this Section 3.09 exclusively, unless otherwise expressly provided in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectthis Article III.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except Except as would not have, individually or in the aggregate, a Company Partnership Material Adverse Effect, (i) either the Company Partnership or a Subsidiary of the Company Partnership has marketable good and insurable fee simple valid title to each material real property (and each real property at which material operations of the Partnership or any of its Subsidiaries are conducted) owned by the Partnership or any Subsidiary, other than Partnership Real Property Leases and Rights-of-Way (such Company owned real property collectively, the “Partnership Owned Real Property”) and (ii) either the Partnership or a Subsidiary of the Partnership has a good and valid leasehold interest in each material lease, sublease and other agreement under which the Partnership or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (or real property at which material operations of the Partnership or any of its Partnership are conducted) (any property subject to such lease, sublease or other agreement, the “Partnership Leased Real Property”; together with the Partnership Owned Real Property, collectively, the “Partnership Real Property” and such leases, subleases and other agreements are, collectively, the “Partnership Real Property Leases”), in each case, free and clear of all Liens other than any Company Partnership Permitted Liens Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”). Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (A) each Partnership Real Property Lease is valid, binding and in full force and effect in accordance with its terms, subject to the limitation of such enforcement by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”) and (B) no uncured default of a material nature on the part of the Partnership or, if applicable, its Subsidiary or, to the knowledge of the Partnership, the lessor thereunder, exists under any Partnership Real Property Lease, and to the knowledge of the Partnership, no event has occurred or circumstance exists that, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Partnership Real Property Lease. (b) Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (i) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Partnership Owned Real Property or the Partnership Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company such Partnership Owned Real Property or Partnership Leased Real Property by the Company Partnership or its Subsidiaries in the operation of its business thereon, (ii) except for such arrangements solely among the Partnership and (iii) its Subsidiaries or among the Partnership’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company any Partnership Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Partnership Owned Real Property by the Company Partnership or its Subsidiaries in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (iiiii) neither the Company Partnership nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Partnership Owned Real Property or Partnership Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company such Partnership Owned Real Property or Partnership Leased Real Property by the Company Partnership or its Subsidiaries in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Partnership Material Adverse Effect: (i) each of the Company Partnership and its Subsidiaries has such Rights-of-Way that are necessary for the Company Partnership and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Partnership Permitted Liens); (ii) the Company Partnership and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company Partnership and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) neither the Company Partnership nor any of its Subsidiaries has not received written notice of, and, to the knowledge of the Partnership, there does not exist, the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company Partnership and its Subsidiaries in and to any such Rights-of-Way. All Except as would not, individually or in the aggregate, have a Partnership Material Adverse Effect, all pipelines operated by the Company Partnership and its Subsidiaries have or are subject otherwise entitled to the benefits of all Rights-of-WayWay that are necessary for the Partnership and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and there are no gaps (including any gap arising as a result of any breach by the Company Partnership or any of its Subsidiaries of the terms of any Rights-of-Way) in the such Rights-of-Way other than gaps that would not, individually or prevent the Partnership and its Subsidiaries to use and operate their respective assets and properties in the aggregate, have a Company Material Adverse Effectmanner that such assets and properties are currently used and operated.

Real Property. Except as set forth in (a) Section 3.17 3.12 of the Company Disclosure Schedule: (a) With respect to each material Schedule sets forth a complete list of all real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way its Subsidiaries (such property collectively, the “Company Owned "Real Property”"). Except as set forth in Section 3.12 of the Company Disclosure ------------- Schedule, except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company its Subsidiaries has good and marketable and insurable fee simple title to such Company Owned the Real Property, free and clear of all Liens other than any Company Permitted Liens Encumbrances. Copies of (i) all deeds, title insurance policies and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use surveys of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), Real Property and (ii) there are no leasesall documents evidencing all Encumbrances upon the Real Property have been furnished to Parent. Except as disclosed in Section 3.12 of the Company Disclosure Schedule, subleasesthe Company is not a party to any lease, licensesassignment or similar arrangement under which the Company is a lessor, rights assignor or other agreements affecting otherwise makes available for use by any third party any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would The Company has not havereceived any notice of or other writing referring to any requirements or recommendations by any insurance company that has issued a policy covering any part of the Real Property or by any board of fire underwriters or other body exercising similar functions, individually requiring or recommending any repairs or work to be done on any part of the Real Property. The plumbing, electrical, heating, air conditioning, ventilating and all other structural or material mechanical systems in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, buildings upon the “Company Real Property Leases”) under which are in good working order and working condition, so as to be adequate for the Company or any operation of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations business of the Company or any of its Subsidiaries are as heretofore conducted, is validand the roof, binding basement and in full force and effect, (ii) neither foundation walls of all buildings on the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use are free of the Company Leased Real Property by the Company in the operation of its business thereon, leaks and (iii) no uncured default of a other material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liensdefects, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding matter otherwise covered by this sentence which would does not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would notThe Company has obtained all appropriate licenses, permits, easements and rights of way, including proofs of dedication, required to use and operate the Real Property in the manner in which the Real Property is currently being used and operated, except for such licenses, permits or rights of way the failure of which to have obtained does not have, individually or in the aggregate, have a Company Material Adverse Effect: . (id) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the The Company has not received written notice notification that the Company is in violation of any applicable building, zoning, anti-pollution, health or other law, ordinance or regulation in respect of the occurrence of any ongoing event Real Property or circumstance that allows, structures or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company their operations thereon and its Subsidiaries in and to any no such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectviolation exists.

Real Property. Except as set forth in Section 3.17 of The Company and the Company Disclosure Schedule: Subsidiaries have good and marketable (aor indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) With respect title in fee simple to each material the real property purported to be owned by them, and, upon the exercise of any options to acquire real property optioned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectivelySubsidiary, the “Company Owned Real Property”)or such Company Subsidiary will have good and marketable (or indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) title in fee simple to such optioned property, in each case free and clear of all liens, charges and encumbrances, except liens for Taxes not yet due and payable and such liens or other encumbrances as would do not or will not materially interfere with the present use or intended use by the Company and the Company Subsidiaries or materially affect the value of or the ability to market to customers the property affected thereby and that are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 3.18 of the Company Disclosure Schedule, (i) either the Company and the Company Subsidiaries hold valid policies of title insurance issued by reputable title insurance companies on each parcel of real property owned by them in amounts equal to the purchase price paid by the Company or such Company Subsidiary at the time of its acquisition thereof. Neither the Company nor any Company Subsidiary has given, nor have they received, any notice or information indicating that the facts set forth in any surveys or title insurance policies are untrue or incorrect in any material respect nor has the Company or any Company Subsidiary received any notice that a Subsidiary breach or an event of default exists, and no condition or event has occurred that with the giving of notice, the lapse of time, or both would constitute a breach or event of default, by the Company or any Company Subsidiary, or to the knowledge of the Company has marketable Company, any other person with respect to any material contracts, covenants, conditions and insurable fee simple title to such Company Owned Real Propertyrestrictions, free and clear deeds, deeds of all Liens other than any Company Permitted Liens and conditions, encroachments, easementstrust, rights-of-way, restrictions easements, mortgages and other encumbrances that do not adversely affect documents granting to the existing use of Company or any Company Subsidiary title to or an interest in or otherwise affecting the real property subject thereto by the owner (or lessee which is material to the extent a leased property) thereof in the operation of its the business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property and the Company Subsidiaries, as presently conducted or intended to be conducted, except for such breach or event of default that would is not reasonably be expected likely to adversely affect have, individually or in the existing use aggregate, a Company Material Adverse Effect. To the knowledge of the Company, no condemnation, eminent domain, or similar proceeding exists, is pending or threatened with respect to, or that could affect, any real property owned or leased by the Company or any Company Subsidiary that is reasonably likely to have a Company Material Adverse Effect. No developer-related charges or assessments for off-site improvements payable to any public authority or any other person for public improvements are unpaid (other than those reflected on the Company Balance Sheet or incurred since the date of the Company Owned Real Property Balance Sheet in the ordinary course of the Company's business consistent with past practices), except for charges or assessments as are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, there is no material impediment to obtaining any permits or governmental approvals required to develop lots or construct homes on undeveloped real property held by the Company in or a Company Subsidiary for such purpose (the operation of its business thereon"COMPANY DEVELOPMENT PROPERTIES"), except for such as is not reasonably likely to have a Company Material Adverse Effect. The Company Development Properties have access to public streets, and are serviced (iii) there are no outstanding options or rights of first refusal will be serviced in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property accordance with "will serve letters" issued by the Company appropriate utility provider), in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pendingall material respects, by water, gas and electricity and other services that may be necessary to construct homes on such properties, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect such utilities and other services are or will be adequate for the current and intended use of such property. All material leases pursuant to which the Company or any Company Owned Real PropertySubsidiary leases from others real or personal property are valid and in full force and effect and no default or event of default by the Company or the Company Subsidiaries has occurred thereunder, except proceedings which would where the lack of such validity and effectiveness or the existence of such defaults or event of defaults is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each Schedule 3.15(a) of the Disclosure Letter lists all material real property which is owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except case as would not, individually or in the aggregate, be reasonably likely to have or result in a Company Material Adverse Effect: (i) each , the Company has good and marketable title to and is the record owner of the Company and its Subsidiaries has such Rights-of-Way that are necessary for portions of the Company and its Subsidiaries to use and operate their respective assets and properties in Owned Real Property shown on Schedule 3.15(a) of the manner that such assets and properties are currently used and operatedDisclosure Letter as being owned by it, and each such Right-of-Way is valid and free and clear of all Liens (other than Company except Permitted Liens); (ii) , and except for the Company and its Subsidiaries conduct their businesses in a manner that does not violate Leased Real Property, no Person owns any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated material real property used by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps except the Company. (including any gap arising b) Except in each case as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, be reasonably likely to have or result in a Company Material Adverse Effect, the Owned Real Property and the Leased Real Property, together with easements appurtenant thereto, include all of the real property used or held for use in connection with or otherwise required to conduct the business of the Company in substantially the manner it has been conducted prior to the date of this Agreement. (c) The Company has provided to Purchaser copies of all material real property leases and subleases of the Company (the “Leased Real Property”) and any and all ancillary documents pertaining thereto to which the Company is a party or is bound (the “Leases”). Except in each case as would not, individually or in the aggregate, be reasonably likely to have or result in a Material Adverse Effect, each of the Leases (including any option to purchase contained therein) is legal, valid, binding and enforceable against the Company and in full force and effect and, to the knowledge of the Company, is enforceable against the lessor which is party thereto in accordance with its terms, and there exists no material default or event of default (or any event that with notice or lapse of time or both would become a material default or event of default) on the part of the Company under any Leases. Except in each case as would not, individually or in the aggregate, be reasonably likely to have or result in a Material Adverse Effect, no lessor has any right of termination or cancellation under any material Lease, except upon a material breach or default by the Company, as applicable, thereunder. Except as set forth in Schedule 3.15(c) of the Disclosure Letter, the Company has not assigned or sublet its interest under any Lease.

Real Property. (i) Except as set forth for Permitted Liens, there are no existing contracts, options, rights of first refusal, leases or otherwise, to sell, transfer, lease or otherwise dispose of any Cannex Properties, or to purchase or acquire any Cannex Properties, and Cannex is not aware of any circumstances which would result in Section 3.17 any sale or disposal, whether by sale, lease or otherwise, of any of the Company Disclosure ScheduleCannex Properties including power of sale, foreclosure, expropriation or judicial proceedings. (ii) To the knowledge of Cannex: (aA) With respect to each neither Cannex, any of its Subsidiaries nor the landlords of the Cannex Properties are in material real property owned by the Company breach of any applicable Laws, including any material building, zoning or other statutes or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectivelyofficial plan, the “Company Owned Real Property”)or any covenants, except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licensesrestrictions, rights or other agreements easements affecting such Cannex Properties; (B) all buildings, structures, additions and/or improvements situated on any portion of the Company Owned Real Property that would reasonably be expected to adversely affect Cannex Properties are located wholly within the existing use boundaries of such Cannex Properties, are free of any structural or material defect and comply with all Laws, covenants, restrictions, rights and easements affecting the Company Owned Real Property by the Company same and their use, in the operation of its business thereon, and each case in all material respects; and (iiiC) there are no outstanding options work orders, non-compliance orders, deficiency notices or rights of first refusal in favor of other such notices relative to any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse EffectCannex Properties. (biii) Except The Cannex Properties are adequately serviced by utilities (or well water with adequate septic systems, if any) having adequate capacities for the normal operations of Cannex’s or its Subsidiaries’ facilities that are currently growing marijuana in accordance with its licenses and the business of Cannex or its Subsidiaries, as would not haveapplicable. The Cannex Properties have enforceable rights of access to and from public streets or highways satisfactory, individually or in sufficient and adequate for the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material normal operations of the Company or any business of Cannex and its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary orSubsidiaries, to the knowledge of the CompanyCannex and its Subsidiaries, the landlord thereunder, exists under any Company Real Property Lease, and there is no event has occurred fact or circumstance which exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or which could result in the aggregatetermination or restriction of such access. (iv) No amounts are owing by Cannex in respect of any of the Cannex Properties to a public utility, a Company Material Adverse Effect, the Company and each other than current accounts which are not in arrears. All amounts that are due for labour or materials supplied to or on behalf of its Subsidiaries has a good and valid leasehold interest, subject Cannex relating to the terms construction, alteration or repair of or on any of the Company Real Property Leases, Cannex Properties have been paid in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, full and, to the knowledge of Cannex, no one has filed any construction, builders’, mechanics’ or similar liens relating to the Company, there is no threatened, condemnation proceeding supply of work or materials to or on any of the Cannex Properties with respect to any Company Leased Real Property, except such proceeding which would amounts that are not have, individually or in the aggregate, a Company Material Adverse Effectarrears. (cv) Except To the knowledge of Cannex, the Cannex Leases are currently in good standing in all material respects, Cannex or its Subsidiaries, as would notthe case may be, individually or in as tenant and the aggregateapplicable landlord have, have a Company Material Adverse Effect: (i) each as of the Company date hereof, complied in all material respects with their respective obligations under the Cannex Leases and to the knowledge of Cannex and its Subsidiaries has such RightsSubsidiaries, there exists no claim of any kind or right of set-of-Way that are necessary for off against Cannex or its Subsidiaries, as the Company and case may be, as tenant by the landlord or against the landlord by Cannex or its Subsidiaries to use and operate their respective assets and properties in Subsidiaries, as the manner that such assets and properties are currently used and operatedcase may be, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any as tenant as of the Rights-of-Way; date hereof. (iiivi) Cannex or its Subsidiaries, as the Company and case may be, as tenant is in actual possession of the Cannex Leased Properties. Cannex or its Subsidiaries have fulfilled and performed all Subsidiaries, as the case may be, is not in arrears of their obligations rent required to be paid pursuant to the applicable Cannex Lease. (vii) Cannex or its Subsidiaries, as the case may be, as tenant has no right to extend, right of termination, option to purchase, or right of first refusal with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising Cannex Leased Properties except as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) set out in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse EffectCannex Leases.

Real Property. Except as set forth in (a) Section 3.17 3.16(a) of the Company Disclosure Schedule: (a) With respect to Schedule sets forth the owner, xxxxxx xxxxxxx, xxxx xx xxxx, xxxxxx, xxxxx, acreage and description of each material real property Owned Real Property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way as of the date of this Agreement (such property collectively, the “Company Owned Real Property”), except . Except as would not havenot, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”)Liens, (ii) there are no leases, subleases, licenses, or other rights or other agreements affecting any portion of to use or occupy the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereonor a portion thereof, and (iii) there are no outstanding options options, rights of first offer or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not havereasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (b) Section 3.16(b) of the Company Disclosure Schedule sets forth the lessor, street address, town or city, county, state, acreage (or square footage for an office site), and description (for any site other than an office site) of each Leased Real Property leased by the Company or any Subsidiary (the “Company Leased Real Property”), and a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto). The Company has made available to Parent a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effectwhole, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) Lease under which the Company or any of its Subsidiaries uses or occupies or has any of the right to use or occupy any material real property Company Leased Real Property (the “Company Leased Real PropertyProperty Leases”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, except as such enforceability (A) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (B) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law, (ii) as of the date of this Agreement, neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person Person the right to use or occupy a material portion of a any Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereonProperty, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not havenot, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted EncumbrancesLiens. Neither As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real PropertyProperty Lease, except such proceeding which would not havereasonably be expected to be material to the Company and its Subsidiaries, individually or in the aggregate, taken as a Company Material Adverse Effectwhole. (c) Except as would not, individually or The Company Owned Real Property identified in the aggregate, have a Company Material Adverse Effect: (iSection 3.16(a) each of the Company Disclosure Schedule and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties Leased Real Property identified in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (iiSection 3.16(b) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by Disclosure Schedule comprise all of the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach material real property used by the Company or any of its Subsidiaries in the conduct of their respective businesses. (d) All of the terms Company Owned Real Property and the Company Leased Real Property are in material compliance with all applicable building, zoning and other land use laws, and all insurance requirements affecting real property (collectively, the “Real Property Laws”), and the current use and occupancy of the Company Owned Real Property and the Company Leased Real Property do not violate any Real Property Laws in any material respects. Neither the Company nor any Subsidiary has received notice of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectmaterial violation of any Real Property Law.

Real Property. Except as set forth in (a) Section 3.17 3.1(25)(a) of the Company Disclosure Schedule: (a) With respect to each Letter sets out a complete and accurate list of all material real property owned in fee simple by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way and/or its Subsidiaries (each such property collectivelydisclosed, or required to be disclosed, in Section 3.1(25)(a) of the Company Disclosure Letter, a “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title each case by reference to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effecttheir municipal addresses. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of , the Company and or one of its Subsidiaries has such Rights-of-Way that are necessary for valid fee title to the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and Owned Properties free and clear of all Liens (except for Permitted Liens. There are no options, rights of first offer, or rights of first refusal to purchase or lease the Company Owned Properties, or any portion thereof or interest therein. Neither the Company nor any of its Subsidiaries is the owner of, or is bound by or subject to any agreement or option to own, any real property other than Company Permitted Liens); (ii) the Company and Owned Properties. Neither the Company nor any of its Subsidiaries conduct their businesses in has leased or otherwise granted to any Person the right to use or occupy a manner that does not violate material portion the Company Owned Properties. Neither the Company nor any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event condemnation, expropriation or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of other proceeding in eminent domain affecting any Right-of-Way or would result in any impairment of the rights material portion of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by Owned Properties. (c) Section 3.1(25)(c) of the Company Disclosure Letter sets forth a complete and its Subsidiaries are subject accurate list of all material Company Leased Properties, in each case by reference to Rights-of-Waytheir municipal addresses. Except that would not, and there are no gaps (including any gap arising as reasonably be expected to have, individually or in the aggregate, a result of any breach by Material Adverse Effect, the Company or any one or more of its Subsidiaries has a valid leasehold title to the Company Leased Properties free and clear of all Liens except for Permitted Liens and Liens created by the fee owner or ground lesser of the terms underlying real property. (d) The Data Room contains complete and accurate copies of any Rightsall material Company Leases, including all material amendments, modifications, supplements, guarantees, registrations and non-of-Waydisturbance agreements in connection therewith. (e) in the Rights-of-Way other than gaps that Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the knowledge of the Company, each Company Lease in respect thereof is in full force and effect, and neither the Company nor any of its Subsidiaries has received or delivered any written notice of any breach of, or default under, any such Company Lease. (f) The Company Owned Properties and the Company Leased Properties constitute all of the material real property necessary to operate the business of the Company and its Subsidiaries in the Ordinary Course.

Real Property. Except as set forth in Section 3.17 (a) Each of the Company Disclosure Schedule: (a) With respect and its Subsidiaries has good and marketable title to each material parcel of real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, it free and clear of all Liens other than any Company Permitted Liens mortgages, pledges, liens, encumbrances and conditionssecurity interests, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect except (i) those reflected or reserved against in the existing use balance sheet of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof Company dated as of May 31, 2000 and included in the operation of its business (“Permitted Encumbrances”)Company SEC Reports, (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company Taxes and general and special assessments not in the operation of its business thereon, default and payable without penalty and interest and (iii) there are no outstanding options other liens, mortgages, pledges, encumbrances and security interests which do not materially interfere with the Company's or rights such Subsidiary's use and enjoyment of first refusal in favor of any other party to purchase such Company Owned Real Property real property or any portion materially detract from or diminish the value thereof or interest therein and that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, aggregate have not resulted in or are not reasonably likely to result in a Company Material Adverse Effect. (b) Except as would not have, individually or in The Company SEC Reports describe the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under real property leases to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property Subsidiaries, is a party (the “Company Leased "Real Property”Property Leases") at which the material operations of the Company or any of its Subsidiaries are conducted, required to be described therein. Each Real Property Lease is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property all rent and other sums and charges payable by the Company in the operation of and its business thereonSubsidiaries as tenants thereunder are current, and (iii) no termination event or condition or uncured default of a material nature on the part of the Company or, if applicable, its or any such Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, Each of the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, interest in each parcel of Company Leased Real Property, real property leased by it free and clear of all Liensmortgages, pledges, liens, encumbrances and security interests, except for Company Permitted Liens and Permitted Encumbrances. Neither (i) those reflected or reserved against in the balance sheet of the Company nor any dated as of its Subsidiaries has received notice of any pendingMay 31, and2000, to the knowledge of (ii) Taxes and general and special assessments not in default and payable without penalty and interest and (iii) other liens, mortgages, pledges, encumbrances and security interests which do not materially interfere with the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except 's use and enjoyment of such proceeding which would not have, real property or materially detract from or diminish the value thereof and that individually or in the aggregate, aggregate have not resulted in or are not reasonably likely to result in a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect

Real Property. Section 3.15(i) of the Company Disclosure Letter lists: (a) each of the senior living facilities owned, leased or operated by the Company and its Subsidiaries (the "Company Facilities"), (b) the street address and the licensed capacity of each such Company Facility, (c) the landlord and owner of each such Company Facility, (d) the term of each lease pursuant to which the Company or any of its Subsidiaries lease all or part of a Company Facility (each a "Lease"), and (e) any extension and expansion or purchase options with respect thereto. The Company has, prior to the date hereof, made available to Parent complete and accurate copies of the Leases (including all amendments, modifications and supplements thereto) along with, to the extent in the Company's possession and control: any title insurance policies; surveys; environmental assessment and similar reports, and any subleases, licenses or agreements (including any amendments or modifications thereto) providing for payments in excess of $250,000 on an annual basis and granting to any other party the right of use or occupancy of any portion of the real property and improvements that are the subject of such Lease. Except as set forth in Section 3.17 3.15 of the Company Disclosure ScheduleLetter, neither the Company nor any of its Subsidiaries, pursuant to any agreement or other arrangement under which payments exceed $250,000 on an annual basis, leases, subleases or otherwise permits the occupancy by any third party (other than the Residents) of all or any portion of any of the Company Facilities. With respect to each Lease, except as set forth in Section 3.15 of the Company Disclosure Letter or except as would not reasonably be expected to result in, in the aggregate, material costs or liabilities to, or other material negative impact on, the Company and its Subsidiaries, taken as a whole: (a) With respect such Lease is legal, valid, binding, enforceable and in full force and effect, subject to each bankruptcy, insolvency, reorganization, moratoriums or similar laws now or hereafter in effect relating to creditor's rights generally or to general principles of equity; (b) neither the Company nor any Subsidiary nor, to the Knowledge of the Company, any other party, is in material real property owned breach or violation of, or material default under, any such Lease, and no event has occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or default by the Company or any Subsidiary or, to the Knowledge of the Company, any other party under such Lease; (c) all Company Facilities are supplied with utilities and other services adequate for the operation of said Company Facilities and are in good repair and working order sufficient for normal operation of the Company's business, subject to normal wear and tear, and adequate and suitable for the purposes for which they are presently being used; and (d) to the Knowledge of the Company, each of the Company Facilities has unlimited access to and from publicly dedicated streets, the responsibility for maintenance of which has been accepted by the appropriate Governmental Authority; (e) to the Knowledge of the Company, no mortgage, pledge, security interest, encumbrance, charge or other lien (whether arising by contract or by operation of law) (collectively, "Security Interest"), easement, covenant or other restriction or title matter applicable to the real property subject to any such lease, other than Permitted Liens, would reasonably be expected to materially impair the current uses or the occupancy by the Company Real Property Leases and Rights-of-Way or a Subsidiary of the property subject thereto; (f) there are no material disputes, oral agreements or forbearance programs in effect as to such Lease; (g) there are no outstanding options or rights of any party to terminate such Lease prior to the expiration of the term thereof (except for termination rights following a casualty, condemnation, default or similar event); (h) to the Knowledge of the Company, all material components of all improvements located on or included with any real property collectivelysubject to such Lease, including, without limitation, the “roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are, in all material respects, in good working condition and order (ordinary wear and tear excepted) and free from material structural or other material defects, adequate for the operation of such buildings and improvements for the purposes for which they are presently being used and the Company Owned Real Property”), has maintained or cause to be maintained the same substantially in accordance with the terms of the Lease; (i) no portion of any real property or improvements located thereon that is the subject of such Lease has suffered any damage by fire or other casualty loss which has not heretofore been completely repaired and restored in accordance with the terms of such Lease except as would not havenot, individually or in the aggregate, reasonably be expected to materially interfere with the use of such leased Company Facility as a Company Material Adverse Effect, senior living facility; and (j) there are no (i) either pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to the real property that is the subject of such Lease, or (ii) pending or, to the Knowledge of the Company, threatened litigation, claims, actions, suits, proceedings, investigations or administrative actions relating to such Lease or the real property and/or improvements that are the subject thereof. With respect to each parcel of real property owned by the Company and its Subsidiaries (each, an "Owned Real Property"), except as set forth on Section 3.15(ii) of the Company Disclosure Letter or except as would not reasonably be expected to result in, in the aggregate, material costs or liabilities to, or other material negative impact on, the Company and its Subsidiaries, taken as a whole: (a) the Company or a the Subsidiary of that is the Company record owner thereof has good and clear record and marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens any Security Interest, easement, covenant or other restriction or title matter applicable to such Owned Real Property, other than any Company Permitted Liens and conditionsLiens, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that which would reasonably be expected to materially impair the current uses or the occupancy by the Company or a Subsidiary of the property subject thereto; (b) all Company Facilities are supplied with utilities and other services adequate for the operation of said Company Facilities and are in good repair and working order sufficient for normal operation of the Company's business, subject to normal wear and tear, and adequate and suitable for the purposes for which they are presently being used; (c) to the Knowledge of the Company, each of the Company Facilities has unlimited access to and from publicly dedicated streets, the responsibility for maintenance of which has been accepted by the appropriate Governmental Authority; (d) there are no (i) pending or, to the Knowledge of the Company, threatened condemnation proceedings relating to such Owned Real Property or (ii) pending or, to the Knowledge of the Company, threatened litigation, claims, actions, suits, proceedings, investigations or administrative actions relating to such Owned Real Property; (e) except as would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the existing use or operation of the Company Owned Real Property or the business conducted or proposed to be conducted at the Owned Real Property, the existing buildings and improvements located on such Owned Real Property are located entirely within the boundary lines of such Owned Real Property or on permanent easements on adjoining land benefiting such Owned Real Property and may lawfully be used under applicable zoning and land use laws (either as of right, by special permit or variance, or as a grandfathered use) for the Company in the operation of its business thereonpurposes for which they are presently being used, and such Owned Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses, if any, necessary to the use thereof have not been obtained; (iiif) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property Property, or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect.therein; (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (iig) neither the Company nor any Subsidiary has received written notice of its Subsidiaries is currently subleasingany, licensing or otherwise granting any person and to the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use Knowledge of the Company Leased there is no, proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such Owned Real Property by the Company in the operation of its business thereon, and Property; (iiih) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge Knowledge of the Company, the landlord thereundermaterial improvements and mechanical and utility systems, exists under any Company Real Property Leaseincluding, and no event has occurred or circumstance exists which, with the giving of noticewithout limitation, the passage roofs and structural elements of timeany buildings or structures and the heating, or bothventilation, would constitute a material breach or default under a Company Real Property Lease. Except as would not haveair conditioning, individually or in plumbing, electrical, mechanical, sewer, waste water, storm water and parking systems and facilities serving the aggregate, a Company Material Adverse Effect, the Company buildings and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased other improvements located on such Owned Real Property, are, in all material respects, in good working condition and order (ordinary wear and tear excepted) and free from material structural or other material defects adequate for the operation of such buildings and clear improvements for the purposes for which they are presently being used; (i) such Owned Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels; (j) no portion of all Lienssuch Owned Real Property has suffered any damage by fire or other casualty loss which has not heretofore been completely repaired and restored to its original condition (ordinary wear and tear excepted), except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have reasonably be expected to materially interfere with the use of such Owned Real Property as a Company Material Adverse Effect: senior living facility; (ik) each such Owned Real Property is in material compliance with the terms and provisions of the Company and its Subsidiaries has any restrictive covenants, easements, or agreements affecting such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens Owned Real Property; and (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (ivl) the Company has not received written notice made available to Parent complete and accurate copies of all of the occurrence of any ongoing event following materials relating to such Owned Real Property, to the extent in the Company's possession or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company control: title insurance policies; deeds; surveys; environmental assessment and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Waysimilar reports, and there are no gaps leases, subleases, licenses or agreements (including any gap arising as a result amendments or modifications thereto) granting to any other party the right of use or occupancy of any breach by the Company or any portion of its Subsidiaries such Owned Real Property and providing for payments in excess of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect$250,000 on an annual basis.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary of its Subsidiaries (other than the Oil and Gas Properties, Oil and Gas Leases and rights-of-way of the Company and its Subsidiaries, and the Company Real Property Leases and Rights-of-Way Leases) (such property collectively, the “Company Owned Real Property”), except as would not haveas, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Company Material Adverse EffectEffect on the Company, (i) either the Company or a Subsidiary of the Company is the sole and legal record and beneficial owner of, and has marketable and insurable indefeasible fee simple title title, to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”)Liens, (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company or its Subsidiary, as applicable, in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company or its Subsidiary, as applicable, in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not havewhich, individually or in the aggregate, have not had and would not be reasonably likely to have or result a Company Material Adverse EffectEffect on the Company. (b) Except as would not haveas, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Company Material Adverse EffectEffect on the Company, (i) each material lease, sublease and other agreementagreement (other than the Oil and Gas Properties, including mineral or storage rights Oil and Gas Lease and rights-of-way of the Company and its Subsidiaries) (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person Person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company or any of its Subsidiaries in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the The Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances, and except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except as, individually or in the aggregate, has not had and would not be reasonably likely to have or result in a Material Adverse Effect on the Company. (c) The Company and its Subsidiaries have such proceeding easements and rights-of-way (collectively, “rights-of-way”) as are sufficient to conduct their businesses in all material respects as currently conducted, except for such rights-of-way the absence of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Effect on the Company. Each of the Company and each of its Subsidiaries has fulfilled and performed all its material obligations with respect to such rights-of-way which are required to be fulfilled or performed (csubject to all applicable waivers, modifications, grace periods and extensions) Except and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any material impairment of the rights of the holder of any such rights-of-way, except for such revocations, terminations and impairments that do not materially adversely affect the commercial use of the property for the purposes for which the property is currently being used and except for rights reserved to, or vested in, any municipality or other Governmental Entity or any railroad by the terms of any right, power, franchise, grant, license, permit, or by any other provision of any applicable Law, to terminate or to require annual or other periodic payments as would nota condition to the continuance of such right, except as, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect: (i) each of Effect on the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-WayCompany. All pipelines operated by the Company and or any of its Subsidiaries are subject to Rightsrights-of-Wayway, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rightsrights-of-Wayway) in the Rightsrights-of-Way way, other than gaps that would not, individually or in the aggregate, be reasonably likely to have or result a Company Material Adverse EffectEffect on the Company.

Real Property. Except as set forth in (a) Section 3.17 2.9(a) of the Company Disclosure Schedule: Schedule sets forth the address and description of each parcel of real property owned in fee simple (athe “Owned Real Property”) by the Company and any of its Subsidiaries. With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company parcel of Owned Real Property”), except as would not be expected to have, individually or in the aggregate, a Company Material Adverse Effect, : (i) either the Company or a Subsidiary one of the Company its Subsidiaries has marketable and insurable fee simple good title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real PropertyLiens, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect.Permitted Liens; (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing has leased or otherwise granting granted to any person Person the right to use or occupy a material portion of a Company Leased such Owned Real Property or any portion thereof (in each case that would reasonably be expected is currently in effect); and (iii) there are no outstanding options, rights of first offer or rights of first refusal to adversely affect purchase such Owned Real Property or any portion thereof or interest therein. (b) The real property demised by the existing use leases described in Section 2.9(b) of the Company Disclosure Schedule (the “Leased Real Property Property”) constitutes all of the real property leased by the Company in the operation or any of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property LeaseSubsidiaries. Except as would not be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Leased Real Property leases are in full force and effect in all material respects, and either the Company or one of its Subsidiaries holds a valid and enforceable leasehold interest under each such lease, subject to proper authorization and execution of such lease by the other party and the application of any bankruptcy or creditor’s rights laws. The Company has delivered or made available to the Parent and Merger Sub complete and accurate copies of each of the leases described in Section 2.9(b) of the Company Disclosure Schedule. Neither the Company nor any of its Subsidiaries has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a good and valid leasehold interestdefault under the provisions of such lease, subject except in each case as would not be expected to be material to the terms of the Company Real Property Leasesand its Subsidiaries, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrancestaken as a whole. Neither the Company nor any of its Subsidiaries has received in the last two years any written notice from any lessor of any pending, and, Leased Real Property alleging the occurrence of a material violation or material breach of a Contract relating to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company such Leased Real Property, except such proceeding which . (c) Except as would not be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by material defects in the Company or any of its Subsidiaries Owned Real Property and the Leased Real Property, and the Owned Real Property and the Leased Real Property are in good operating condition and repair, normal wear and tear excepted and other than items currently under repair, and adequate and suitable for the operation of the terms business of any Rights-of-Way) in the Rights-of-Way other than gaps that would notCompany, individually or in the aggregate, have a Company Material Adverse Effectas currently conducted.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material all of the real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way its Subsidiaries (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, ) (i) either the Company or a Subsidiary one of the Company its Subsidiaries, as applicable, has good, marketable and insurable fee simple title to such Company the Owned Real Property, free and clear of all Liens other than any Company Permitted Liens Encumbrance, and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights other Person has any ownership right in any Owned Real Property or other agreements affecting the right to use or occupy any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company the Owned Real Property Property, or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company therein, in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, each case except proceedings which as would not havebe reasonably expected to, individually or in the aggregate, have a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would be reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would notto, individually or in the aggregate, have a Company Material Adverse Effect: , (i) the material improvements on each parcel of Owned Real Property have legal and valid access to public streets and such sewer, water, gas, electric, telephone and other utilities as are necessary to allow the business of the Company and its each of the Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries operated thereon to use and operate their respective assets and properties be operated in all material respects in the manner that such assets ordinary course of business and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the major structural elements of the improvements comprising the Owned Real Property, including mechanical, electrical, heating, ventilation, air conditioning or plumbing systems, telecommunications, sanitary and storm sewage lines and systems, elevators or parking elements, are in sufficiently good condition (except for ordinary wear and tear) to allow the business to be operated in all material respects in the ordinary course of business. (c) With respect to the real property leased or subleased to the Company and or its Subsidiaries conduct their businesses in a manner that does not violate any of (the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way“Leased Real Property”), and there are no gaps (including any gap arising as a result together with the Owned Real property, the “Real Property”), the lease, sublease or other agreement for such property is valid, legally binding, enforceable and in full force and effect, and none of any breach by the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or other agreement, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the terms Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent or materially delay the consummation of the Transactions, and no consent of any Rights-of-Way) party is necessary for the lessee to legally occupy each Leased Real Property from and after the Closing except in the Rights-of-Way other than gaps each case, for such invalidity, failure to be binding, unenforceability, ineffectiveness, breaches, defaults, terminations, modifications, accelerations or repudiations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has provided to Parent true and complete summaries of all leases, subleases or other agreements effecting the Leased Real Property and has provided true and complete copies of the leases set forth on Section 6.1.12(c) of the Company Disclosure Schedule. (d) Section 6.1.12(d) of the Company Disclosure Schedule contains a true and complete list of all Owned Real Property and sets forth (i) a description of the principal functions conducted at each parcel of Owned Real Property and (ii) a correct street address and such other information as is reasonably necessary to identify each parcel of Owned Real Property. Section 6.1.12(d) of the Company Disclosure Schedule contains a true and complete list of all Leased Real Property by address. (e) The Real Property constitutes all of the real property owned, leased or occupied in connection with the business operated by the Company. To the Knowledge of the Company, there is no pending or threatened condemnation proceeding affecting any Real Property that would prevent or materially delay the consummation of the Transactions.

Real Property. Except as set The Company Group and MHM does not own any real property. Schedule 2.14 sets forth in Section 3.17 a true, complete and correct list of the Company Disclosure Schedule: (a) With respect to each material lease, sublease, license or similar agreement for the lease, holding or operation by the Company Group or MHM of any real property owned by any third person at which the Company Group or MHM maintains its principle offices (the “Principle Offices Leases”); and (b) each lease, sublease, license or similar agreement for the lease, holding or operation by the Company Group or MHM of any Subsidiary other than real property owned by any third person at which the Company Real Property Leases and Rights-of-Way Group or MHM maintains its Clinics (such property collectivelythe “Clinic Leases”)(collectively, the “Company Owned Leased Real Property”), except as would not have, individually . The Company Group or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries MHM has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, interest in each parcel of Company all Leased Real Property, free and clear of all Liens, except for Company Permitted Liens Exceptions, and Permitted Encumbrances. Neither except otherwise as disclosed in Schedule 2.14, neither the Company Group nor MHM has assigned or sublet their interests under any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect Lease to any Company other Person. The Leased Real PropertyProperty constitutes all interests in real property currently used, except such proceeding which would not have, individually occupied or held for use in connection with the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company Business and its Subsidiaries has such Rights-of-Way that are necessary for the continued operation of the Business as presently operated. Except as set forth on Schedule 2.14, the Company Group and its Subsidiaries MHM has performed in all material respects all obligations required to use be performed by each of them under each lease, sublease, license or similar agreement for the Leased Real Property (“Lease Agreements”) and operate their respective assets and properties neither the Company Group nor MHM have received written notice that (i) any Leased Real Property is not in the manner that such assets and properties are currently used and operatedcompliance with applicable Laws, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); or (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of any intent to terminate any Lease Agreement. Each Lease Agreement was made and entered into in good faith, on an arm’s-length basis and on what the occurrence Company Group and MHM reasonably believes to have been the market terms. Neither the Company Group nor MHM has received written notice of any ongoing event actual or, to the Company’s Knowledge, threatened condemnation or circumstance eminent domain proceedings that allowsaffect any Leased Real Property. Neither the Company Group nor MHM has received any written notice of the intention of any Governmental Body or other Person to take or use all or any part of any Leased Real Property. Neither the Company Group nor MHM has received any written notice from any insurance company that has issued a policy with respect to any Leased Real Property requiring performance of any structural or other repairs or alterations to such Leased Real Property. Neither the Company Group nor MHM owns or holds, nor is the Company Group or after the giving MHM obligated under or a party to, any option, right of notice first refusal or the passage other contractual right to purchase, acquire, sell, assign or dispose of timeany real estate or any portion thereof or interest therein, or bothincluding, would allow the without limitation, revocation the Leased Real Property or termination any portion thereof. The Company Group and MHM have all certificates of occupancy and Permits of any Right-of-Way or would result Governmental Body necessary for the current use and operation of each Principle Offices Leases and the Clinic Leases, and the Company Group and MHM have complied in any impairment all material respects with all material requirements and conditions of the rights Permits applicable to them. During the preceding five (5) years, none of the Company Leased Real Property has suffered any material damage by fire or other casualty which has not heretofore been repaired and its Subsidiaries restored in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Wayall material respects, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps except for damage that would not, individually or in the aggregate, have a materially impair the conduct of the business of the Company Material Adverse EffectGroup or MHM.

Real Property. Except as set forth in Section 3.17 on Schedule 4.15(a) of the Company Disclosure Schedule: Letter, the Company and the Company Subsidiaries, collectively, have Defensible Title to, or where applicable, a valid leasehold interest in (a) With respect to each material all real property owned by the Company or any Subsidiary other than of the Company Real Property Leases and Rights-of-Way Subsidiaries (such property collectively, the “Company Owned Real Property”), except (b) all real property leased, subleased, licensed, or otherwise occupied (whether as would not havetenant, individually subtenant, or in the aggregate, a Company Material Adverse Effect, (ipursuant to other occupancy arrangements) either by the Company or any Company Subsidiary (collectively, including the improvements thereon, the “Company Leased Real Property”), and (c) each agreement under which the Company or any Company Subsidiary is the landlord, sublandlord, tenant, subtenant, occupant or otherwise derives a Subsidiary leasehold interest in the Company Leased Real Property (each, a “Company Real Property Lease”), in each case, as is necessary to conduct its business as presently conducted in the ordinary course, including the development, construction, ownership and operation by the Company and the Company Subsidiaries of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereonMidstream Facilities. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, Lease is valid, binding and in full force and effecteffect and is valid and enforceable against the Company or such Company Subsidiary and, to the Company’s Knowledge, the other parties thereto, in accordance with its terms, subject, as to enforceability, to Creditors’ Rights, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereonSubsidiaries, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, or to the knowledge Company’s Knowledge, any other party thereto, has received written notice of the Company, the landlord thereunder, exists any default under any Company Real Property Lease, and no event has occurred or circumstance exists which(iii) as of the Execution Date, with the giving of noticethere does not exist any pending or, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms Company’s Knowledge, threatened, condemnation or eminent domain Proceedings that affect any of the Company Owned Real Property Leases, in each parcel of or the Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except Except as would not have, individually or in the aggregate, a Company Partnership Material Adverse EffectEffect or, to the extent disclosed by a Title Commitment, (i) either the Company Partnership or a Subsidiary another Group Member has good and valid title to each material real property at which material operations of the Company has marketable Partnership or another Group Member are conducted and insurable fee simple title to that are owned by the Partnership or another Group Member, other than Partnership Real Property Leases and Rights-of-Way (such Company owned real property collectively, the “Partnership Owned Real Property”) and (ii) either the Partnership or another Group Member has a good and valid leasehold interest in any material real property which the Partnership or another Group Member leases or subleases or has the right to use or occupy, in each case, as tenant, pursuant to a material lease, sublease or other use or occupancy agreement and at which material operations of the Partnership or other Group Member are conducted (any such property subject to such lease, sublease or other use or occupancy agreement, the “Partnership Leased Real Property” and such leases, subleases and other use or occupancy agreements are, collectively, the “Partnership Real Property Leases”), in each case, free and clear of all Liens other than any Company Partnership Permitted Liens Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”)business. Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect, (iiA) each Partnership Real Property Lease is valid, binding and in full force and effect, as of the date hereof, in accordance with its terms, except as such enforcement may be limited by Enforceability Exceptions and (B) no uncured default of a material nature on the part of the Partnership or, if applicable, other Group Member or, to the Knowledge of the Partnership, the lessor thereunder, exists under any Partnership Real Property Lease. (b) Except as would not have, individually or in the aggregate, a Partnership Material Adverse Effect or which constitute Partnership Permitted Liens, (i) to the Knowledge of the Partnership, there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Partnership Owned Real Property or the Partnership Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company such Partnership Owned Real Property or Partnership Leased Real Property by the Company Partnership or any other Group Member in the operation of its business thereon, and (iiiii) except for such arrangements solely among the Group Members, there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company any Partnership Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect affects the existing use of the Company Partnership Owned Real Property by the Company Partnership or another Group Member in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, thereon and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (iiiii) neither the Company Partnership nor any of its Subsidiaries other Group Member is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Partnership Owned Real Property or Partnership Leased Real Property that would reasonably be expected to adversely affect affects the existing use of the Company such Partnership Owned Real Property or Partnership Leased Real Property by the Company Partnership or any other Group Member in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Partnership Material Adverse EffectEffect or, to the extent disclosed by a Title Commitment or any Partnership Real Property Leases: (i) each of the Company Partnership and its Subsidiaries the other Group Members has such Rights-of-Way that are necessary for the Company Partnership and its Subsidiaries the other Group Members to use and operate their respective assets and properties the applicable Partnership Owned Real Property and, to the knowledge of Partnership, the applicable Partnership Leased Real Property, in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Partnership Permitted Liens); , and (ii) neither the Company and its Subsidiaries conduct their businesses in a manner that does not violate Partnership nor any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company other Group Member has not received written notice of, and, to the Knowledge of the Partnership, there does not exist, the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company Partnership and its Subsidiaries the other Group Members in and to any such Rights-of-Way. All Except as would not, individually or in the aggregate, have a Partnership Material Adverse Effect or, to the extent disclosed by a Title Commitment or any Partnership Real Property Leases, all pipelines operated by the Company Partnership and its Subsidiaries the other Group Members have or are subject otherwise entitled to the benefits of all Rights-of-WayWay that are necessary for the Partnership and the other Group Members to use and operate such pipelines in the manner that they are currently used and operated, and neither the Partnership nor any other Group Member has received written notice of and, to the Knowledge of the Partnership, there are no gaps (including any gap arising as a result of any breach by the Company Partnership or any of its Subsidiaries other Group Member of the terms of any Rights-of-Way) in the such Rights-of-Way other than gaps that would not, individually or prevent the Partnership and the other Group Members to use and operate such pipelines in the aggregate, have a Company Material Adverse Effectmanner that they are currently used and operated.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) Effect with respect to the Company, the Company or a Consolidated Subsidiary of the Company owns fee simple title to, or has a valid leasehold interest in, each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for real properties reflected on the most recent balance sheet of the Company and its Subsidiaries to use and operate their respective assets and properties included in the manner that such assets Company SEC Reports and the Company Interim Financials and as Previously Disclosed (each, a “Company Property” and collectively, the “Company Properties”), which are all of the real estate properties are currently used and operatedowned or leased by them, and each such Right-of-Way is valid and free and clear of all Liens, except (i) inchoate Liens imposed for construction work in progress (now or at any time prior to Closing) or otherwise incurred in the ordinary course of business, (ii) mechanics’, workmen’s and repairmen’s Liens (other than Company Permitted Liensinchoate Liens for work in progress); (ii) the Company , and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) real estate Taxes, charges of any nature for public utility services and special assessments, none of which is delinquent. Neither the Company and its Subsidiaries have fulfilled and performed all nor any Consolidated Subsidiary of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of that it is currently in default under any ongoing event Property Agreement, Lease or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way REA other than gaps such defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect with respect to the Company. In addition, neither the Company or any Consolidated Subsidiary of the Company has any knowledge of facts or circumstances that, with the giving of notice or the passage of time or both, would constitute a default or event of default under any such Property Agreement, Lease or REA, either by the Company or a Consolidated Subsidiary of the Company that is a party thereto, or by any other parties to such Property Agreement, Lease or REA other than such defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company. (b) Section 3.22(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property owned (the “Owned Real Property”) or leased (the “Leased Real Property”) by the Company or any of its Consolidated Subsidiaries (the Owned Real Property together with the Leased Real Property, the “Real Property”), including in each case the address and a description of the use of such Real Property. Except as set forth on Section 3.22(b) of the Company Disclosure Schedule, neither the Company nor any of its Consolidated Subsidiaries is a party to any Lease for real property. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company, all of the Leases to which the Company or any of its Consolidated Subsidiaries is party are in full force and effect and enforceable by the Company or the Consolidated Subsidiary which is a party thereto in accordance with their terms except to the extent that such enforceability may be limited by the Bankruptcy and Equity Exception. Neither the Company nor any of its Consolidated Subsidiaries (nor, to the knowledge of the Company, any other party thereto) is in breach of or default under (and to the knowledge of the Company no event has occurred which with notice or the passage of time or both would constitute a breach or default under) any of the Leases, excluding, however, any breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company. The Company has provided Parent with true, complete and correct copies of all Leases. (c) Neither the Company nor any of its Consolidated Subsidiaries has received written notice of any pending or contemplated condemnation, expropriation or other Proceeding in eminent domain affecting the Real Property or any portion thereof or interest therein, except for such Proceedings as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company. Neither the Company nor any of its Consolidated Subsidiaries has received any written notice that the current use and occupancy of the Real Property violates in any material respect any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting the Real Property, as applicable, other than such violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple defensible title to the material real property necessary for the material operations of the Company or any of its Subsidiaries owned by the Company or any Subsidiary (such real property owned in fee collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each material lease, sublease or other agreement under which the Company or any of its Subsidiaries leases, uses or occupies or otherwise has the right to use or occupy any material real property necessary for the material operations of the Company or any of its Subsidiaries (any property subject to such lease, sublease or other agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case as to Company Owned Real Property and Company Real Property Leases, free and clear of all Liens other than any Company Permitted Liens Liens, and other than any conditions, encroachments, easements, rightsRights-of-wayWay, restrictions and other encumbrances that (x) do not materially adversely affect the existing Company’s use of the real property subject thereto by (as used as of the owner (or lessee to the extent a leased propertydate of this Agreement) thereof in the operation of its business or (“y) are Company Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (iA) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, Lease is valid, binding and in full force and effecteffect sufficient for the Company’s use of such Company Real Property Lease in accordance with its terms, subject to the limitation of such enforcement by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (ii) neither the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (subclauses (i) and (ii), the “Remedies Exceptions”), (B) the Company nor any has received no written notice of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default defaults of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists existing under any Company Real Property LeaseLease or any material restrictive covenants affecting the Company Owned Real Property, and (C) no event has occurred or circumstance exists whichthat, with the giving of notice, the passage of time, or both, would constitute a material breach or material default under a Company Real Property Lease. Lease or any material restrictive covenants affecting the Company Owned Real Property. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse EffectEffect or constitute a Company Permitted Encumbrance or Company Permitted Lien, (i) there are no material leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to prohibit all beneficial use or purpose as of the date of this Agreement of such Company Owned Real Property or Company Leased Real Property by the Company or its Subsidiaries in the operation of its business thereon, (ii) except for such arrangements solely among the Company and each its Subsidiaries or among the Company’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party that would completely divest the Company or its Subsidiaries of any Company Owned Real Property that would reasonably be expected to materially adversely affect the use of Company Owned Real Property (as used as of the date of this Agreement) by the Company or its Subsidiaries in the aggregate or substantially impair operation of its Subsidiaries has a good business thereon, and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither (iii) neither the Company nor any of its Subsidiaries has received notice is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Owned Real Property or Company Leased Real Property, except Property that would reasonably be expected to materially adversely affect the use of such proceeding which Company Owned Real Property or Company Leased Real Property (as used as of the date of this Agreement) by the Company or its Subsidiaries in the normal course of operation of its business thereon. (c) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually Effect or in the aggregate, have constitute a Company Material Adverse Effect: Permitted Encumbrance or Company Permitted Lien, (i) each of the Company and its Subsidiaries has defensible title to such Rights-of-Way or other interest that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted LiensLiens and Company Permitted Encumbrances); (ii) the Company and its Subsidiaries conduct their businesses in a manner that on the whole does not violate any material terms of the Rights-of-WayWay in any material respect; and (iii) neither the Company and nor any of its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of, and, to the knowledge of the Company, there does not exist, the occurrence of any ongoing uncured event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the material limitation, revocation or termination of any Right-of-Way or Way. (d) Except as would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would notnot have, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received written notice of, and, to the knowledge of the Company, there does not exist, threatened, condemnation or eminent domain investigations, actions, suits or proceedings (whether administrative or judicial) that would, or would reasonably be expected to, adversely affect any Right-of-Way, Company Owned Real Property or Company Leased Real Property.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) Schedule 4.10(a) sets forth the address and description of each parcel of Owned Real Property. With respect to each material real property owned by parcel of Owned Real Property, and except as set forth on Schedule 4.10(a): (i) the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has good and marketable and insurable fee simple title to such Company Owned Real Propertytitle, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of Encumbrances; (ii) except for the real property subject thereto by lease agreement between the owner Company and The Xxxxxx Company (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted EncumbrancesTMC Lease”), (ii) there are no leasesa true and complete copy of which has been provided to Buyer, subleases, licenses, rights or other agreements affecting any portion neither of the Company nor the Company Subsidiary has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property that would reasonably be expected to adversely affect the existing use of or any portion thereof and the Company or the Company Subsidiary is in possession of each parcel of such Owned Real Property by Property; (iii) the Company in or the operation Company Subsidiary has adequate rights of its business thereon, ingress and egress; (iiiiv) there are no outstanding options options, rights of first offer or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use therein; and (v) none of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company such Owned Real Property, except proceedings which would or the use thereof, contravenes or violates any building, zoning, administrative or occupational safety and health or other applicable Law in any material respect (whether or not havepermitted on the basis of prior nonconforming use, individually waiver or in the aggregate, a Company Material Adverse Effectvariance). (b) Except as would not haveSchedule 4.10(b) contains a list of all leases and subleases, individually or in the aggregate, a Company Material Adverse Effectif any, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under of real property pursuant to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property Company Subsidiary is the lessee (the “Company Leased Real Property”) at which ). The Company or the material operations Company Subsidiary has a valid and subsisting leasehold estate in and the right to quiet enjoyment of the real properties leased by it for the full term of the lease thereof. Each Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary orand, to the knowledge Knowledge of the Company, the landlord thereunder, exists under any Company Real Property Leaseof each other Person that is a party thereto and there is no, and no none of the Company nor the Company Subsidiary has received notice of any, material default by the Company or the Company Subsidiary (or any condition or event has occurred or circumstance exists which, with the giving after notice or lapse of notice, the passage of time, time or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrancesdefault) thereunder. Neither the Company nor the Company Subsidiary has reason to believe that any lessor under any Lease will not consent (where such consent is necessary) to the consummation of its Subsidiaries the transactions contemplated by this Agreement without requiring any modification of the rights or obligations of the lessee thereunder. Neither the Company nor the Company Subsidiary owes any brokerage commissions with respect to any such leased space. (c) Prior to the execution of this Agreement, the Company has received notice delivered to Buyer true and complete copies of (i) all deeds, leases, mortgages, deeds of trust, certificates of occupancy, title insurance policies, title reports, surveys and similar documents, and all amendments thereof, with respect to the Owned Real Property and (ii) all leases, licenses, tenancies, subleases and other material occupancy agreements (including any pending, amendments and renewal letters) and, to the knowledge extent reasonably available, all other documents referred to in clause (i) of this paragraph (c) with respect to the real property leased by the Company and the Company Subsidiary. (d) Except as set forth on Schedule 4.10(d), the improvements on the Owned Real Property are in good operating condition and in a state of good maintenance and repair ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are presently being used and, to the Knowledge of the Company, there is are no threatened, condemnation proceeding with respect to or appropriation proceedings pending or threatened against any Company Leased of such Owned Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases has not had and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ia) either the Company and its Subsidiaries have defensible title to all real property owned by the Company or a any of its Subsidiaries (collectively, the “Company Owned Real Property”) and valid leasehold estates in all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangements) by the Company or any Subsidiary of the Company has marketable (collectively, including the improvements, fixtures and insurable fee simple structures located thereon, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”), free and clear of all Encumbrances, except Permitted Encumbrances, (b) the Company and its Subsidiaries have defensible title to such all Mining Rights included in the Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditionsEncumbrances, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“except Permitted Encumbrances”), (iic) there are no leases, subleases, licenses, rights each agreement under which the Company or other agreements affecting any portion Subsidiary of the Company Owned is the landlord, sublandlord, licensor, tenant, subtenant, licensee or occupant with respect to the Company Leased Real Property that would reasonably be expected (each, a “Company Real Property Lease”) to adversely affect the existing use knowledge of the Company Owned Real Property by is in full force and effect and is valid and enforceable against the Company parties thereto in the operation of accordance with its business thereonterms, subject, as to enforceability, to Creditors’ Rights, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither neither the Company nor any of its Subsidiaries Subsidiaries, or to the knowledge of the Company, any other party thereto, has received notice of any pendingviolation, breach or default under any Company Real Property Lease, and (d) there does not exist any pending or, to the knowledge of the Company there is no threatenedCompany, Threatened, condemnation proceeding with respect to or eminent domain Proceedings that affect any Company Owned Real Property, subject, in each of clauses (a) through (d) above, to adverse proceedings in the Ordinary Course. The Company has not granted any third party any license, possessory or occupancy right or other similar right in any Company Real Property other than Permitted Encumbrances, except proceedings which as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) . Except as has not had, and would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms Real Property constitutes all of the Company Real Property Leasesreal estate, land, buildings, structures and fixtures located thereon and all easements, rights of way, options, coal, mineral, mining, water, surface and other rights and interests appurtenant thereto used in each parcel of Company Leased Real Property, free and clear of necessary for the operation in all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge material respects of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each respective businesses of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are as currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectconducted.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except Except as would is not havereasonably likely, individually or in the aggregate, to have a Company Material Adverse Effect, (i) either the Company and its subsidiaries have good and marketable fee title (in the case of owned property, the "Owned Property") and valid leasehold interest (in the case of leased property, the "Leased Property") to or in all real property owned, leased or otherwise used in the business of the Company or a Subsidiary of the its subsidiaries; (ii) Company has marketable and insurable fee simple title to such Company the Owned Real Property, Property and the Leased Property is free and clear of all Liens other than any Company Permitted Liens and conditionsimperfections, encroachmentsliens, easementssecurity interests, rights-of-way, restrictions claims and other charges and encumbrances that do not adversely affect the existing use existence of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not havewould, individually or in the aggregate, a adversely affect the value of such property or impair the use of such property in the usual conduct of the business of the Company; (iii) all the buildings, structures, equipment and other tangible assets of the Company Material Adverse Effect(whether owned or leased) are in normal operating condition (normal wear and tear excepted) and are fit for use in the ordinary course of business, and, with respect to the Owned Property, there are no existing, or to the knowledge of the Company, threatened, condemnation or eminent domain proceedings (or proceedings in lieu thereof) affecting the property or any portion thereof; and (iv) the Company has not received any written notice from any government entity or authority alleging any material violation of any zoning, building, fire, use, air, water, waste disposal, safety, or health codes, ordinances, laws, rules or regulations with respect to the Owned Property which have not been remedied in all material respects. (b) Except as would is not havereasonably likely, individually or in the aggregate, to have a Company Material Adverse Effect, (i) for each material lease, sublease and other agreement, including mineral or storage rights (collectively, of the “Company Real Property Leases”) under agreements by which the Company or any has obtained a leasehold interest in each Leased Property (each of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”foregoing being a "Lease") at which the material operations of the Company or any its subsidiary is the holder of its Subsidiaries are conducted, is valid, binding and in full force and effect, the lessee's or tenant's interest thereunder; (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, time or both, would constitute could result in a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-WayLeases; (iii) the Company has complied with and its Subsidiaries have fulfilled and timely performed all conditions, covenants, undertakings and obligations on their parts to be complied with or performed under each of their obligations with respect to such Rights-of-Waythe Leases; and (iv) the Company has not received written notice of and the occurrence of any ongoing event or circumstance that allows, or after Company's other subsidiaries have paid all rents and other charges to the giving of notice or extent due and payable under the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company Leases; and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and (v) there are no gaps (including leases, subleases, licenses, concessions or any gap arising as a result other contracts or agreements granting to any person or entity other than the Company any right to the possession, use, occupancy or enjoyment of any breach by the Company Property or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectportion thereof.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases Except as has not had and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Company Subsidiary of has good and marketable fee title to the real property owned by the Company has marketable and insurable fee simple title to such or any Company Subsidiary (the “Owned Real Property”), in each case, which has not been sold in the ordinary course of business and free and clear of all Liens other than any Permitted Liens. With regard to options or agreements to purchase real property described in Section 3.13(a)(vii)(B) of the Company Permitted Liens and conditionsDisclosure Letter, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect except to the existing use of extent options have been exercised or the real property that is the subject thereto by of purchase agreements has been acquired, the owner (or lessee to the extent a leased property) thereof options and purchase agreements all remain in the operation of its business (“Permitted Encumbrances”), (ii) there are effect and no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to an option or purchase agreement has the right, because of anything the Company or any Company Subsidiary has done or failed to do, to terminate it or change the terms on which the Company or such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected Subsidiary has the right to adversely affect purchase the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and real property to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effectit relates. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease sublease, license, easement and other agreementagreement (each, including mineral or storage rights (collectively, the a “Company Real Property LeasesLease”) under which the Company or any of its Subsidiaries Company Subsidiary uses or occupies or has the right to use or occupy any material real property at which operations of the Company and the Company Subsidiaries are conducted (the “Company Leased Real Property”) at which ; the material operations of Owned Real Property and Leased Real Property being sometimes referred to herein as the “Company or any of its Subsidiaries are conductedProperty”), is valid, binding and in full force and effect, (ii) to the Knowledge of the Company, none of the Company, any Company Subsidiary or any counterparty is in breach or default under any Real Property Lease and (iii) the Company or the applicable Company Subsidiary has a good and valid leasehold interest, subject to the terms of the Real Property Lease applicable thereto, in each parcel of Leased Real Property, in each case free and clear of all Liens other than Permitted Liens. (c) Except as set forth on Section 3.18(c) of the Company Disclosure Letter, as of the date of this Agreement, none of the Company Properties have been leased or subleased to any other Person. (d) To the Knowledge of the Company, there are no material new (or increases in existing) development fees, impact fees or other fees that will be levied by any Governmental Entity in connection with the development of any Company Property. To the Knowledge of the Company, neither the Company nor any Company Subsidiary has received any notice of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right material violation of any Law relating to use or occupy a material portion of a any Company Leased Real Property that Property. (e) Except as has not had and would not reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither neither the Company nor any of its Subsidiaries Company Subsidiary has received any written notice of any pendingcondemnation, andeminent domain, to the knowledge of the Company, there is no threatened, condemnation proceeding requisition or taking by any Governmental Entity with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary negotiations for the purchase of any Company and its Subsidiaries to use and operate their respective assets and properties Property in the manner that such assets and properties are currently used and operatedlieu of condemnation, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses no condemnation, eminent domain, requisition or taking has been commenced or threatened in a manner that does not violate connection with any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectforegoing.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by To the Company best knowledge of the Company, there are no defects, shortages or any Subsidiary other than Company restrictions in or affecting the stores, buildings, improvements and structures, fixtures or equipment located on or at the Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not havewhich, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company has had or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect have a Material Adverse Effect. (b) Except as set forth in Schedule 3.15(b), neither the existing use Company nor any of its Subsidiaries has granted to any Person (other than pursuant to this Agreement) any right to occupy or possess or otherwise encumber any portion of the Company Owned Real Property. Except as set forth on Schedule 3.15(b), neither the Company's nor any of its Subsidiaries' interests with respect to the Real Property by the Company in the operation of its business thereon, Leases has been assigned or pledged and (iii) there are no outstanding options or rights of first refusal in favor of not subject to any Liens other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereonthan Permitted Liens. Neither the Company nor any of its Subsidiaries has received notice of vacated or abandoned any pending, and to the knowledge portion of the Real Property or given notice to any Third Party of their intent to do the same. (c) Neither the Company nor any of its Subsidiaries is a party to or obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Real Property or any portion thereof or interest therein to any Person. (d) Except as set forth in Schedule 3.15(d), there is no threatened, condemnation proceeding with respect contract or agreement to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has is a party, affecting any of the right to use or occupy any material real property (the “Company Leased Real Property”, except those which (i) at which the material operations of the Company are terminable on not more than sixty days' notice without premium or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, penalty or (ii) neither the Company nor any require payment of its Subsidiaries is currently subleasing, licensing less than $5,000 per month per location but will expire or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use terminated within one year of the Company Leased Real Property by the Company in the operation of its business thereon, and Effective Date. (iiie) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received any written notice of any pending, and, to the knowledge threatened or contemplated condemnation proceeding affecting any of the Company, there is no threatened, condemnation proceeding with respect to Real Property or any Company Leased part thereof or of any sale or other disposition of any of the Real Property, except such proceeding which would not have, individually Property or any part thereof in the aggregate, a Company Material Adverse Effectlieu of condemnation. (cf) Except as would notNeither the Company nor any of its Subsidiaries has received any written notices from any Governmental Entity or any entity responsible for the enforcement of applicable restrictive covenants stating or alleging that any improvements located on the Real Property have not been constructed in compliance with applicable laws or covenants or are being operated in violation of applicable law, except for such as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect: . (g) Neither the Company nor any of its Subsidiaries has received any written notices from any Governmental Entity requiring or advising as to the need for any material repair, alteration, restoration or improvement in connection with the Real Property. (h) To the best knowledge of the Company, the Real Property is in all material respects in good condition and repair (ordinary wear and tear excepted) and adequate in all material respects for the continued conduct of the business to which it relates. (i) each of With respect to the Leased Real Property, except as set forth on Schedule 3.15(i): (i) the Real Property Leases are in full force and effect; neither the Company and nor any of its Subsidiaries has received any written notice or, to the best knowledge of the Company, oral notice, that any material default, or condition which with the passage of time would constitute a default, exists under the Real Property Leases, except such Rights-of-Way that are necessary for notices as to which the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); alleged defaults have been cured or otherwise resolved; (ii) the Company true, correct and its Subsidiaries conduct their businesses in a manner that does not violate any complete copies of the Rights-of-Way; Real Property Leases have been delivered to Purchaser prior to the date hereof and such Real Property Leases have not been amended, modified or supplemented since that date; (iii) no consent by the Company and its Subsidiaries have fulfilled and performed all landlord under the Real Property Leases is required in connection with the consummation of their obligations with respect to such Rights-of-Way; and the transaction contemplated herein; (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights a Subsidiary of the Company and its Subsidiaries in and has non-disturbance agreements with the landlord's lender with respect to any such Rights-of-Way. All pipelines operated by each Real Property Lease; (v) none of the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach Leased Real Property has been pledged by the Company or any of its Subsidiaries or is subject to any Liens (other than pursuant to this Agreement or Permitted Liens); (vi) neither the Company nor any of its Subsidiaries has given any notice to any landlord under any of the terms Real Property Leases indicating that it will not be exercising any extension or renewal options under the Real Property Leases. All security deposits required under the Real Property Leases have been paid to and, to the best knowledge of the Company, are being held by the applicable landlord under the Real Property Leases; (vii) Schedule 3.15(i) sets forth a summary of all construction allowances payable under the Real Property Leases and the amounts thereof which, as of the date hereof, have been drawn by Seller or any Rights-of-Wayof its Subsidiaries; and (viii) in except as set forth on Schedule 3.15(i), the Rights-of-Way other than gaps that would notCompany or its Subsidiaries has taken possession of each of the Leased Real Properties. (j) The current use of the Real Property does not violate any instrument of record or agreement affecting such Real Property, except for any such violations as, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no violations of any covenants, conditions, restrictions, easements, agreements or orders of any Governmental Entity having jurisdiction over any of the Real Property that affect such Real Property or the use or occupancy thereof other than those (i) arising in the ordinary course of business or (ii) which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. No damage or destruction has occurred with respect to any of the Real Property that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. (k) There are currently in effect such insurance policies for the Real Property as are customarily maintained with respect to similar properties. All premiums due on such insurance policies have been paid by the Company and the Company will maintain such insurance policies from the date hereof through the Effective Time or earlier termination of this Agreement. The Company has not received and has no knowledge of any notice or request from any insurance company requesting the performance of any work or alteration with respect to the Real Property or any portion thereof. The Company has received no notice from any insurance company concerning, nor is the Company aware of, any defects or inadequacies in the Real Property, which, if not corrected, would result in the termination of insurance coverage or increase its cost. (l) Set forth in Schedule 3.15(l) is a true, correct and complete list of all construction and material alteration projects currently ongoing with respect to any Real Property (the "Improvements"). The Improvements are, in all material respects, in good condition and repair and adequate to operate such facilities as currently used, and, to the Company's knowledge, there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any significant respect with the current use, occupancy or operation thereof which interference, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect. No Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property. (m) To the knowledge of the Company, each parcel of Real Property is currently being used in a manner that is consistent with and in compliance with the property classification assigned to it for real estate tax assessment purposes. To the knowledge of the Company, there are no special taxes or assessments, or any planned public improvements that may result in a special tax or assessment, with respect to any Real Property. There is no special or other proceeding pending or, to the Company's knowledge, threatened in which any taxing authority having jurisdiction over any of the Real Property is seeking to review or increase the assessed value thereof, except for any regular periodic assessment or reassessment in accordance with applicable law.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: Schedules sets forth (awhether as lessee or lessor) With respect to each material a list of all leases, subleases, licenses or other agreements for the use or occupancy of real property owned by the Company property, including all master or any Subsidiary other than Company Real Property Leases and Rights-of-Way superior leases, (such property collectivelyreal property, the “Company Owned Leased Real Property”) to which any Group Company is a party or by which any of them is bound, in each case, as of the date of this Agreement (each a “Material Lease” and collectively the “Material Leases”), regardless of whether the terms thereof have commenced, except for any lease or agreement pursuant to which any Group Company holds Leased Real Property under which the aggregate annual rental payments do not exceed €500,000. Such list is complete and accurate in all material respects. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ia) either the Company or a Subsidiary of the Company has marketable a valid leasehold interest in each Material Lease, subject only to Permitted Liens, (b) each Material Lease is valid and insurable fee simple title binding on the Group Company party thereto (and to the Company’s knowledge, on the other parties thereto), and is in full force and effect and enforceable in accordance with its terms (subject to proper authorization and execution of such Company Owned Material Lease by the other party thereto and subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity) and (b) no Person other than the Group Companies leases, subleases or licenses or otherwise occupies the Leased Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do . Except as would not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any Group Companies, and, to the Company’s knowledge, each of its Subsidiaries are conductedthe other parties thereto, is valid, binding has performed in all respects all obligations required to be performed by it under each Material Lease and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use none of the Company Leased Real Property by the Company in the operation of its business thereon, and Group Companies (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary ornor, to the knowledge Company’s knowledge, any of the Company, the landlord thereunder, exists under other parties thereto) is in breach or default (nor has any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage notice or lapse of time, or both, would constitute a material such breach or default default) under any of the Material Leases to which each such entity is a Company Real Property Leaseparty. Except as would not have, reasonably be expected to have individually or in the aggregate, a Company Material Adverse Effect, the no Group Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received written notice of any pendingcondemnation proceeding or proposed action or agreement for taking in lieu of condemnation, and, nor to the knowledge of the Company’s knowledge, there is no any such proceeding, action or agreement pending or threatened, condemnation proceeding with respect to any Company portion of any Leased Real Property, except such proceeding which would not have, individually or . The Company has made available to Buyer copies of all Material Leases in the aggregate, a Company Material Adverse Effect. (c) Except effect as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company date of this Agreement, together with all material amendments and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties supplements thereto in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any effect as of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all date of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectthis Agreement.

Real Property. Except as set forth in Section 3.17 of The Company and the Company Disclosure Schedule: Subsidiaries have good and marketable (aor indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) With respect title in fee simple to each material the real property purported to be owned by them, and, upon the exercise of any options to acquire real property optioned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectivelySubsidiary, the “Company Owned Real Property”)or such Company Subsidiary will have good and marketable (or indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) title in fee simple to such optioned property, in each case free and clear of all liens, charges and encumbrances, except liens for Taxes not yet due and payable and such liens or other encumbrances as would do not or will not materially interfere with the present use or intended use by the Company and the Company Subsidiaries or materially affect the value of or the ability to market to customers the property affected thereby and that are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth in Section 3.18 of the Company Disclosure Schedule, (i) either the Company and the Company Subsidiaries hold valid policies of title insurance issued by reputable title insurance companies on each parcel of real property owned by them in amounts equal to the purchase price paid by the Company or such Company Subsidiary at the time of its acquisition thereof. Neither the Company nor any Company Subsidiary has given, nor have they received, any notice or information indicating that the facts set forth in any surveys or title insurance policies are untrue or incorrect in any material respect nor has the Company or any Company Subsidiary received any notice that a Subsidiary breach or an event of default exists, and no condition or event has occurred that with the giving of notice, the lapse of time, or both would constitute a breach or event of default, by the Company or any Company Subsidiary, or to the knowledge of the Company has marketable Company, any other person with respect to any material contracts, covenants, conditions and insurable fee simple title to such Company Owned Real Propertyrestrictions, free and clear deeds, deeds of all Liens other than any Company Permitted Liens and conditions, encroachments, easementstrust, rights-of-way, restrictions easements, mortgages and other encumbrances that do not adversely affect documents granting to the existing use of Company or any Company Subsidiary title to or an interest in or otherwise affecting the real property subject thereto by the owner (or lessee which is material to the extent a leased property) thereof in the operation of its the business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property and the Company Subsidiaries, as presently conducted or intended to be conducted, except for such breach or event of default that would is not reasonably be expected likely to adversely affect have, individually or in the existing use aggregate, a Company Material Adverse Effect. To the knowledge of the Company, no condemnation, eminent domain, or similar proceeding exists, is pending or threatened with respect to, or that could affect, any real property owned or leased by the Company or any Company Subsidiary that is reasonably likely to have a Company Material Adverse Effect. No developer-related charges or assessments for off-site improvements payable to any public authority or any other person for public improvements are unpaid (other than those reflected on the Company Balance Sheet or incurred since the date of the Company Owned Real Property Balance Sheet in the ordinary course of the Company's business consistent with past practices), except for charges or assessments as are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, there is no material impediment to obtaining any permits or governmental approvals required to develop lots or construct homes on undeveloped real property held by the Company in or a Company Subsidiary for such purpose (the operation of its business thereon"Company Development Properties"), except for such as is not reasonably likely to have a Company Material Adverse Effect. The Company Development Properties have access to public streets, and are serviced (iii) there are no outstanding options or rights of first refusal will be serviced in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property accordance with "will serve letters" issued by the Company appropriate utility provider), in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pendingall material respects, by water, gas and electricity and other services that may be necessary to construct homes on such properties, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect such utilities and other services are or will be adequate for the current and intended use of such property. All material leases pursuant to which the Company or any Company Owned Real PropertySubsidiary leases from others real or personal property are valid and in full force and effect and no default or event of default by the Company or the Company Subsidiaries has occurred thereunder, except proceedings which would where the lack of such validity and effectiveness or the existence of such defaults or event of defaults is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each Section 4.14(a) of the Disclosure Schedule sets forth a true and complete in all material respects list of all real property owned in fee by the Company or any Company Subsidiary other than Company Real Property Leases and Rights-of-Way as of the date of this Agreement (such property collectively, the “Company "Owned Real Property”Realty"), except . Except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary one of the Company Subsidiaries has marketable good and insurable valid fee simple title to such Company the Owned Real PropertyRealty, free and clear of any and all Liens other than any Company except Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do Liens. Except as would not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, either individually or in the aggregate, a Company Material Adverse Effect. , neither the Company nor any Company Subsidiary: (bi) leases or grants any Person the right to use or occupy any part of the Owned Realty; (ii) has granted any Person an option, right of first offer, or right of first refusal to purchase such Owned Realty or any portion thereof or interest therein; or (iii) has received written notice of any pending or threatened condemnation proceeding affecting any Owned Realty Estate or any portion thereof or interest therein. Except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any Company Subsidiary is a party to any agreement or option to purchase any real property or interest therein. (b) Section 4.14(b) of its Subsidiaries is currently subleasingthe Disclosure Schedule sets forth a true and complete in all material respects list of all real property leased, licensing subleased or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property occupied by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part or any Company Subsidiary as of the date of this Agreement (the "Leased Realty"). The Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, has provided Parent with true and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a correct in all material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear respects copies of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse EffectLeases (including all material amendments thereto). (c) Except as would notnot reasonably be expected to have, either individually or in the aggregate, have a Company Material Adverse Effect: (i) each , the Company or one of the Company Subsidiaries possesses valid and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties binding leasehold interests in the manner that such assets and properties are currently used and operatedLeased Realty pursuant to the leases required to be listed in Section 4.14(c) of the Disclosure Schedule (the "Leases"), and each such Right-of-Way is valid and free and clear of any and all Liens (other than Company except Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries the applicable Company Subsidiary enjoys peaceful and undisturbed possession of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that Leased Realty. Except as would notnot reasonably be expected to have, either individually or in the aggregate, have a Company Material Adverse Effect, each Lease is in full force and effect and enforceable against the Company or the applicable Company Subsidiary, and, to the Knowledge of the Company, each other party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general equitable principles. There is not under any Lease any threatened (in writing) or existing breach or default by the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party thereto, or, to the Knowledge of the Company, any condition, event or act which, with notice or lapse of time or both, would constitute such a breach or default, except, in each case, as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (i) neither the Company nor any Company Subsidiary has provided or received any written notice of any intention to terminate any Lease, (ii) none of the Leases is the subject of any pending or, to the Knowledge of the Company, threatened Litigation, and (iii) neither the Company nor any of the Company Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has the Company or any of the Company Subsidiaries subleased, licensed, or otherwise granted any Person (other than another Company Subsidiary) a right to use or occupy the Leased Realty or any portion thereof. (d) The Company and the Company Subsidiaries are, and have been, in compliance with all Laws applicable to their respective use and occupancy of the Owned Realty and the Leased Realty, except where the failure to be in such compliance would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (e) To the Knowledge of the Company, the Company has made available to Parent true and complete, in all material respects, copies of any existing title commitments, title policies and surveys in the possession or control of the Company or any Company Subsidiary pertaining to any Owned Realty or Leased Realty.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except Except as would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Company Subsidiary of has good and marketable fee title to the real property owned by the Company has marketable and insurable fee simple title to such or any Company Subsidiary (the “Company Owned Real Property”), in each case, which has not been sold in the ordinary course of business and free and clear of all Liens other than any Permitted Liens. With regard to options or agreements to purchase real property described in Section 3.13(a)(vii)(B) of the Company Permitted Liens and conditionsDisclosure Letter, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect except to the existing use of extent such options have been exercised or the real property that is the subject of such purchase agreements has been acquired, such options and purchase agreements all remain in effect and no other party to an option or purchase agreement has the right, because of anything the Company or any Company Subsidiary has done or failed to do, to terminate it or change the terms on which the Company or such Company Subsidiary has the right to purchase the real property to which it relates. (b) Section 3.18(b) of the Company Disclosure Letter sets forth a true and complete list of each lease, sublease, license, easement and other agreement which requires the payment of rent in an amount exceeding one hundred fifty thousand dollars ($150,000) per annum, together with any amendments, renewals and guarantees thereof or thereto by the owner (or lessee to the extent each, a leased property) thereof in the operation of its business (“Permitted EncumbrancesCompany Real Property Lease”), under which the Company or any Company Subsidiary uses or occupies or has the right to use or occupy any real property at which operations of the Company and the Company Subsidiaries are conducted (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the “Company Leased Real Property”; the Company Owned Real Property that and Company Leased Real Property being sometimes referred to herein as the “Company Property”). The Company has made available to Parent a true, correct and complete copy of each Company Real Property Lease. Except as would not have and would not reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, Lease is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge Knowledge of the Company, none of the landlord thereunderCompany, exists any Company Subsidiary or any counterparty is in breach or default under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of or without notice, the passage lapse of time, or both, would constitute a material breach default by the Company, any Company Subsidiary or default any counterparty under a any Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, and (iii) the Company and each of its Subsidiaries or the applicable Company Subsidiary has a good and valid leasehold interest, subject to the terms of the Company Real Property LeasesLease applicable thereto, in each parcel of Company Leased Real Property, in each case free and clear of all Liens other than Permitted Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither . (c) Except as set forth on Section 3.18(c) of the Company nor Disclosure Letter, as of the date of this Agreement, none of the material Company Properties have been leased or subleased to any of its Subsidiaries has received notice of any pending, and, to other Person. (d) To the knowledge Knowledge of the Company, there is are no threatenedmaterial new (or increases in existing) development fees, condemnation proceeding impact fees or other fees that will be levied by any Governmental Entity in connection with respect the development of any Company Property. To the Knowledge of the Company, neither the Company nor any Company Subsidiary has received any notice of any material violation of any Law relating to any Company Leased Real Property, except such proceeding which . (e) Except as would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of neither the Company and its Subsidiaries nor any Company Subsidiary has such Rights-of-Way that are necessary received any written notice of any condemnation, eminent domain, requisition or taking by any Governmental Entity with respect to any Company Property, or negotiations for the purchase of any Company and its Subsidiaries to use and operate their respective assets and properties Property in the manner that such assets and properties are currently used and operatedlieu of condemnation, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses no condemnation, eminent domain, requisition or taking has been commenced or threatened in a manner that does not violate connection with any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectforegoing.

Real Property. (i) Except as set forth for Permitted Liens, there are no existing contracts, options, rights of first refusal, leases or otherwise, to sell, transfer, lease or otherwise dispose of any 4Front Properties, or to purchase or acquire any 4Front Properties, and 4Front is not aware of any circumstances which would result in Section 3.17 any sale or disposal, whether by sale, lease or otherwise, of any of the Company Disclosure Schedule4Front Properties including power of sale, foreclosure, expropriation or judicial proceedings. (ii) To the knowledge of 4Front: (aA) With respect to each neither 4Front, any of its Subsidiaries nor the landlords of the 4Front Properties are in material real property owned by the Company breach of any applicable Laws, including any material building, zoning or other statutes or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectivelyofficial plan, the “Company Owned Real Property”)or any covenants, except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licensesrestrictions, rights or other agreements easements affecting such 4Front Properties; (B) all buildings, structures, additions and/or improvements situated on any portion of the Company Owned Real Property that would reasonably be expected to adversely affect 4Front Properties are located wholly within the existing use boundaries of such 4Front Properties, are free of any structural or material defect and comply with all Laws, covenants, restrictions, rights and easements affecting the Company Owned Real Property by the Company same and their use, in the operation of its business thereon, and each case in all material respects; and (iiiC) there are no outstanding options work orders, non-compliance orders, deficiency notices or rights of first refusal in favor of other such notices relative to any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect4Front Properties. (biii) Except as would not haveThe 4Front Properties are adequately serviced by utilities (or well water with adequate septic systems, individually if any) having adequate capacities for the normal operations of 4Front’s or its Subsidiaries’ facilities that are currently growing marijuana in accordance with its licenses and the aggregatebusiness of 4Front and its Subsidiaries. The 4Front Properties have enforceable rights of access to and from public streets or highways satisfactory, a Company Material Adverse Effect, (i) each material lease, sublease sufficient and other agreement, including mineral or storage rights (collectively, adequate for the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material normal operations of the Company or any business of 4Front and its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary orSubsidiaries, to the knowledge of the Company4Front and its Subsidiaries, the landlord thereunder, exists under any Company Real Property Lease, and there is no event has occurred fact or circumstance which exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or which could result in the aggregatetermination or restriction of such access. (iv) No amounts are owing by 4Front in respect of any of the 4Front Properties to a public utility, a Company Material Adverse Effect, the Company and each other than current accounts which are not in arrears. All amounts that are due for labour or materials supplied to or on behalf of its Subsidiaries has a good and valid leasehold interest, subject 4Front relating to the terms construction, alteration or repair of or on any of the Company Real Property Leases, 4Front Properties have been paid in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, full and, to the knowledge of 4Front, no one has filed any construction, builders’, mechanics’ or similar liens relating to the Company, there is no threatened, condemnation proceeding supply of work or materials to or on any of the 4Front Properties with respect to any Company Leased Real Property, except such proceeding which would amounts that are not have, individually or in the aggregate, a Company Material Adverse Effectarrears. (cv) Except To the knowledge of 4Front and its Subsidiaries, the 4Front Leases are currently in good standing in all material respects, 4Front or its Subsidiaries, as would notthe case may be, individually or in as tenant and the aggregateapplicable landlord have, have a Company Material Adverse Effect: (i) each as of the Company date hereof, complied in all material respects with their respective obligations under the 4Front Leases and to the knowledge of 4Front and its Subsidiaries has such RightsSubsidiaries, there exists no claim of any kind or right of set-of-Way that are necessary for off against 4Front or its Subsidiaries, as the Company and case may be, as tenant by the landlord or against the landlord by 4Front or its Subsidiaries to use and operate their respective assets and properties in Subsidiaries, as the manner that such assets and properties are currently used and operatedcase may be, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any as tenant as of the Rights-of-Way; date hereof. (iiivi) 4Front or its Subsidiaries, as the Company and case may be, as tenant is in actual possession of the 4Front Properties. 4Front or its Subsidiaries have fulfilled and performed all Subsidiaries, as the case may be, is not in arrears of their obligations rent required to be paid pursuant to the applicable 4Front Lease. (vii) 4Front or its Subsidiaries, as the case may be, as tenant has no right to extend, right of termination, option to purchase, or right of first refusal with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising 4Front Properties except as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) set out in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect4Front Leases.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect Schedule 4.12(a) sets forth a complete list, as of the date hereof, of (a) all interests in (including without limitation, options or rights to each acquire an interest in) real property and material interests in real property owned in fee by the Company or any Subsidiary other than Company Real Property Leases Group (individually, an “Owned Property” and Rights-of-Way (such property collectively, the “Company Owned Real PropertyProperties”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, and (ib) either all leases of real property by the Company Group involving annual payments in excess of $50,000 (collectively, the “Real Property Leases” and, together with the Owned Properties, being referred to herein individually as a “Company Property” and collectively as the “Company Properties”) as lessee or a Subsidiary of the lessor. The Company Group has marketable and insurable fee simple title to such Company all Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, nature whatsoever except proceedings which would not have, individually or in the aggregate, a Company Material Adverse EffectPermitted Liens. (b) Except as would not have, individually or in As of the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectivelydate hereof, the “Company Real Property Leases”) under which the Company Group has not leased, subleased or granted to any of its Subsidiaries uses or occupies or has the Person a right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations portion of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all LiensProperties, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or as disclosed in the aggregate, a Company Material Adverse EffectSchedule 4.12(b). (c) Except as would notset forth on Schedule 4.12(c), individually or in to the aggregate, have a Company Material Adverse EffectCompany’s Knowledge: (i) each of all buildings, structures, improvements and fixtures (x) included in the Owned Properties and (y) that are owned by the Company Group and its Subsidiaries has such Rights-of-Way that are necessary for included in any leased Company Properties (the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated“Improvements”), and each such Right-of-Way is valid all mechanical and free other systems located thereon, are in good and clear of all Liens working condition (other than Company Permitted Liensnormal wear and tear excepted); and (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate there are no material structural deficiencies or material latent defects affecting any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) Improvements in the Rights-of-Way other than gaps case of each of clauses (i) through (ii) that would not, individually or in the aggregate, have a material adverse effect on the Earthbound Group, taken as a whole. Each portion of the properties subject to the Real Property Leases and any Improvements located thereon are in a condition that satisfies the return and surrender conditions of the applicable Real Property Lease as if such return and surrender date occurred on the date hereof. (d) As of the date hereof, the Company Material Adverse EffectGroup has not received any written notice, nor to the Company’s Knowledge, is the Company Group aware of the intention of any Governmental Entity or other Person to take or use all or any part of the Owned Properties through condemnation or eminent domain proceedings. (e) The Company Group has delivered or made available to Buyer true, correct and complete copies of the Real Property Leases existing as of the date hereof prior to the date of this Agreement, together with all amendments, modifications or supplements, if any, thereto. With respect to each of the Real Property Leases: (i) the Real Property Lease is legal, valid, binding, enforceable, and in full force and effect, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at Law or in equity); and (ii) no Company Group party is in material breach or material default under any Real Property Lease and no event has occurred and no circumstance exists that, if not remedied, and whether with or without notice or the passage of time or both, would result in such a material default; further, to the Company’s Knowledge, no other party is in material default of a material obligation under any Real Property Lease, and no party to any Real Property Lease has exercised any termination rights with respect thereto.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned by the The Company or does not own any Subsidiary interest (other than Company a leasehold interest) in any real property. (b) Schedule 2.12 lists and describes in reasonable detail all Leased Real Property Leases (as defined below) and Rights-of-Way the associated leases and related documents (such property collectively, the “Company Owned Real PropertyLeases”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the including addresses. The Company has marketable a valid and insurable fee simple title to such Company Owned subsisting leasehold or subleasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, free and clear of . (c) The Leased Real Property comprises all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto and interests in real property used in, or otherwise related to, the Business as presently conducted. There are no outstanding options or rights of first refusal to purchase all or any portion of the Leased Real Property or interests therein granted by the owner (or lessee to the extent Company nor is the Leased Real Property subject to any agreement to which the Seller Parties nor the Company is a leased propertyparty (other than the Leases) thereof with respect to future ownership, use, occupancy, operation or development. Neither the Seller Parties nor the Company is a party to any Contract with any Governmental Authority relating to the provision of financial aid from such Governmental Authority to the Company that requires the Company to make minimum investments in, or create or maintain a minimum number of jobs at, any of the facilities or Improvements (as defined in Section 2.12(d)) located on the Leased Real Property. (d) To the Seller Parties’ knowledge, all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roofs, foundations, load-bearing walls, and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing, and other building systems, environmental control, remediation, and abatement systems, sewer, storm, and waste water systems, irrigation, and other water distribution systems, parking facilities, fire protection, security, and surveillance systems, and telecommunications, computer, wiring, and cable installations included in the Leased Real Property (the “Improvements”), are in good condition and repair and sufficient for the operation of the Business as presently conducted. (e) There are no condemnation, eminent domain, or other Legal Proceedings pending or, to the Seller Parties’ knowledge, threatened against the Leased Real Property or against the interest of the Company in all or any part of the Leased Real Property. (f) Each parcel of Leased Real Property has direct vehicular and pedestrian access to a public right of way adjoining the Leased Real Property, or has vehicular and pedestrian access to a public right of way via an easement or other Contract benefitting such parcel of Leased Real Property, and such access is not dependent on any land or other real property interest that is not included in the Leased Real Property. None of the Improvements used in the operation of the Business as presently conducted is dependent for its business access, use or operation on any land, Improvement or other real property interest that is not included in the Leased Real Property. (“Permitted Encumbrances”g) To the Seller Parties’ knowledge, all water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems, and other utility services or systems for the Leased Real Property have been installed and are operational and sufficient for the operation of the Business as presently conducted, and each such utility service enters the Leased Real Property from an adjoining public street or valid easement in favor of the supplier of such utility service or appurtenant to such Leased Real Property, and is not dependent for its access, use, or operation on any land, Improvement, or other real property interest that is not included in the Leased Real Property. (h) Other than as set out in Schedule 2.12(h), (ii) there are no leases, subleases, licenses, rights concessions, or other agreements affecting Contracts, granting to any Person other than the Company the right of use or occupancy of any portion of the Company Owned Leased Real Property, and there are no parties, other than the Company, in possession of the Leased Real Property. (i) None of the Seller Parties has received notice of any special assessment relating to any Leased Real Property or any portion thereof and, to the Seller Parties’ knowledge, no such special assessment is pending or, to the Seller Parties’ knowledge, threatened. (j) With respect to the Leased Real Property, (i) true, correct, and complete copies of the Leases have been provided or made available to Buyer, (ii) the Company has not assigned, sublet, transferred, mortgaged, deeded in trust, or encumbered or conveyed any interest in any Leased Real Property; (iii) there is no Legal Proceeding pending against the Company, or to the Seller Parties’ knowledge threatened, against the Company or any other Person that would reasonably be expected to adversely affect interfere with the existing use quiet enjoyment of the Company Owned Leased Real Property by after the Company in the operation of its business thereonEffective Time, and (iiiiv) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding pending dispute with respect to any Company Owned the landlord of the Leased Real Property, except proceedings which would not have, individually or in and none of the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or Seller Parties has received any notice alleging breach of any of its Subsidiaries uses the covenants and or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature other obligations on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect

Real Property. Except as set forth (a) No Group Company owns any real property. (b) Schedule 2.19(b) attached hereto contains a complete list of all real property leased or subleased by each Group Company (the “Leased Real Property”). Such Group Company has a valid leasehold interest in Section 3.17 such Leased Real Property. Each Group Company has previously delivered to Buyer complete and accurate copies of each of the leases for the Leased Real Property (the “Leases”). With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) neither any Group Company, nor any other party to the Lease is in breach or default and no event has occurred which, with notice or lapse of time or both, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; (iii) no party to the Lease has repudiated any provision thereof; (iv) there are no disputes, oral agreements or forbearance programs in effect as to the Lease; (v) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to Buyer; and (vi) no Group Company Disclosure Schedule:have assigned, transferred, conveyed, mortgaged or encumbered any interest in the Lease. (ac) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Leased Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, : (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing current use of the real such property subject thereto by the owner (or lessee to the extent a leased property) thereof in and the operation of its the Group Company’s business does not violate any instrument of record or Contract affecting such property or any applicable Legal Requirements (“Permitted Encumbrances”without any fines or monetary Liabilities attached), ; (ii) all buildings, structures and other improvements located on such property, including all components thereof, are structurally sound, in good operating condition and repair, subject only to the provision of usual and customary maintenance provided in the ordinary course of business with respect to buildings, structures and improvements of like age and construction and all water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and other utilities and systems serving such property are sufficient to enable the continued operation of such property as it is now operated in connection with the conduct of the Group Company; (iii) except for the Leases, there are no leases, subleases, licenses, rights concessions or other agreements affecting Contracts, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use parcel of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal such property except in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Group Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result parties in possession of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectsuch property.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material The real property described in Schedule 3.13 constitutes all real property owned by the Company Companies or any the AEC Subsidiary other than Company Real Property Leases and Rights-of-Way used in connection with such entity’s business (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable together with all Facilities located thereon and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions way and other encumbrances that do not adversely affect appurtenants thereto, the existing use “Owned Real Property”). (b) Except as set forth on Schedule 3.13, with respect to each parcel of Owned Real Property: (i) the real property subject thereto by Companies and the owner (or lessee AEC Subsidiary have good and valid title to the extent a leased property) thereof in the operation Owned Real Property free and clear of its business (“all Liens, except Permitted Encumbrances”), Liens and Liens that will be released at Closing; (ii) there are no pending or, to Seller’s Knowledge, threatened zoning, condemnation or expropriation proceedings (or negotiations regarding transfers in lieu thereof), relating to any of the Owned Real Property or any portion thereof; (iii) except for Permitted Liens, there are no leases, subleases, licenses, rights concessions or other agreements affecting agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and Property; and (iiiiv) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company the Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use therein. (c) Except as set forth on Schedule 3.13, none of the Company Owned Companies or the AEC Subsidiary leases, subleases or licenses any real property not otherwise owned by the Companies or the AEC Subsidiary that is used or occupied by, or necessary for the conduct of the Business Operations. Schedule 3.13 sets forth a list of all leases, subleases, concessions and licenses relating to the Leased Real Property by (collectively, “Leases”) (whether written or oral), the Company name of each lessor and the address for each such Leased Real Property. The Companies have delivered or made available to Buyer a true and complete copy of each such Lease (and in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice case of any pendingoral Lease, a written summary of the material terms of such Lease), including all amendments, modifications, extensions, renewals and guarantees with respect thereto. (d) Except as set forth on the attached Schedule 3.13, with respect to each of the Leases: (i) such Lease is a legal, valid and binding obligation of one of the Companies or the AEC Subsidiary, and to the knowledge Seller’s Knowledge, of the Company there other party thereto, is no threatenedenforceable in accordance with its terms, condemnation proceeding with respect subject only to any Company Owned Real Property(A) bankruptcy, except proceedings which would not haveinsolvency, individually reorganization, moratorium and other Laws affecting the rights of creditors generally and (B) principles of equity, whether considered at law or in the aggregateequity, a Company Material Adverse Effect.and is in full force and effect; (bii) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectivelythan those Leases listed on Schedule 3.4, the “Company Real Property Leases”) transactions contemplated by this Agreement do not require the consent of any other party to such Lease, will not result in a material breach of or default under which the Company or any of its Subsidiaries uses or occupies or has the right such Lease, and will not otherwise cause such Lease to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conductedcease to be legal, is valid, binding binding, enforceable and in full force and effect, (ii) neither effect following the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and Closing; (iii) no uncured default of a the Companies and the AEC Subsidiary have performed all material nature on the part of the Company or, if applicable, its Subsidiary or, obligations required to be performed by them prior to the knowledge of the Company, the landlord thereunder, exists date hereof under such Lease and are not in material breach or default thereunder nor has any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, notice or the passage of time, time or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not haveby one of the Companies or the AEC Subsidiary; (iv) none of the Companies or the AEC Subsidiary owes, individually or nor will owe in the aggregatefuture, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually brokerage commissions or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations finder’s fees with respect to such Rights-of-WayLease; and and (ivv) the Company has not received written notice none of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice Companies or the passage of time, or both, would allow AEC Subsidiary has subleased the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company Leased Real Property or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectportion thereof.

Real Property. (a) Except as set forth in on Section 3.17 5.17(a) of the Company Disclosure Schedule:, neither the Company nor any Company Subsidiary owns any real property, nor has the Company or any Company Subsidiary ever owned any real property. (ab) With respect to each material Section 5.17(b) of the Company Disclosure Schedule sets forth a list of all real property owned located in the United States currently leased, subleased or licensed by or from the Company or any Company Subsidiary or otherwise used or occupied by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectivelySubsidiary, the “Company Owned Real Property”)name of the lessor, except licensor, sublessor, master lessor and/or lessee and the date and term of the Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company Company, or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditionsSubsidiary, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent holds a leased property) thereof valid leasehold interest in the operation of its business (“Permitted Encumbrances”)each Lease, (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of all rents and additional rents due to date from the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereonon each such lease have been paid, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allowsit is in material default thereunder, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated (iv) there exists no default by the Company and its Subsidiaries are under such lease, (v) no person has a right to occupy any of the premises subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by Lease except for the Company or any Company Subsidiary, (vi) the Company is not obligated under or bound by any option, right of its Subsidiaries first refusal, purchase Contract, or other Contract to sell or otherwise dispose of any real property or any other interest in any real property and (vii) there are no pending, or to the knowledge of the terms Company, threatened condemnation or eminent domain actions or proceedings, or any special assessments or other activities of any Rightspublic or quasi-of-Way) public body that are reasonably likely to adversely affect the Company’s rights pursuant to the Leases. The representations and warranties contained in this Section 5.17 with respect to real property located outside the Rights-of-Way other than gaps that would not, individually or in United States and any Leases with respect to such real property are being made only to the aggregate, have a Company Material Adverse Effectextent of the Company’s knowledge.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material Schedule 3.12 sets forth a list of all real property owned by in which any of the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way Group Companies has an ownership interest (such property collectively, the “Company Owned Real Property”). The applicable Group Companies have good, except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable indefeasible fee simple title to such Company the Owned Real Property, free and clear of all Liens other than any Company Encumbrances except Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect Encumbrances. The applicable Group Companies have made available to Buyer prior to the existing use date hereof copies of each of the real property subject thereto by the owner (or lessee following documents, to the extent a leased property) thereof in any of the operation Group Companies’ possession, each deed for each parcel of its business Owned Property and all title insurance policies (“Permitted Encumbrances”together with copies of any documents listed as exceptions to title on such policies), (ii) there are no leasesall title insurance commitments, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, surveys and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and Third Party appraisals relating to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except Schedule 3.12 contains a true and complete list, as would not haveof the date hereof, individually or in the aggregate, a Company Material Adverse Effect, (i) of each material lease, sublease and sublease, license or other agreement, including mineral or storage rights similar agreement (collectively, the “Company Real Property Leases”) under which a Group Company is the Company lessee, sublessee or licensee of any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (all such property, the “Company Leased Property” and, together with the Owned Property, the “Real Property”) at which and the material operations address, landlord, tenant rent, term and amount of money deposited, in each case, if any, for each such Company Lease. The Group Companies hold a valid leasehold or, as applicable, licensed, interest in the Leased Property, free and clear of all Encumbrances, other than Permitted Encumbrances. The Company Leases have not been amended, modified, supplemented, assigned or transferred except to the extent set forth on Schedule 3.12 and the Group Companies have not exercised or given notice of exercise of, nor has any of the applicable Group Companies received from any lessor, sublessor, landlord or sublandlord written exercise or notice of exercise of, any option, right of first offer or right of first refusal contained in any of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither Leases. To the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge Knowledge of the Company, the landlord thereunder, exists Group Companies are not in material breach or material default under any of the Company Real Property Leases, and, except pursuant to the terms of each Company Lease, and no event has occurred or circumstance exists which, with the giving delivery of notice, the passage of time, time or both, would constitute such a material breach or default or permit the termination, modification or acceleration of rent under a such Company Lease. The Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms constitutes all of the Company Real Property Leases, real property currently used or occupied by the Group Companies in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither connection with the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse EffectBusiness. (c) Except for the Company Leases and except as would notset forth on Schedule 3.12, individually there are no Leases, licenses, occupancy agreements, options, rights, concessions or in other agreements or arrangements, written or oral, granting to any Person the aggregateright to purchase, have a Company Material Adverse Effect: use or occupy any Real Property or any portion thereof or interest therein. (id) each All buildings, structures, fixtures, building systems and equipment, and all components which are part of the Company Owned Property, are in material compliance with all applicable Laws and its Subsidiaries are in good operating condition in all material respects and in a state of good and working order and repair in all material respects, and are reasonably adequate and reasonably suitable for the operation of the Business as currently conducted. No portion of any facility, building, improvement or other structure located on any of the Real Property has such Rightssuffered any material damage by fire or other casualty within the past three years which has not been substantially repaired or restored. There is no pending or written threat of or, to the Knowledge of the Company, oral threat of, condemnation or similar Action affecting any Real Property. (e) The Business at the Owned Property as currently operated by the Group Companies is permitted “as-of-Way that are necessary for the Company right” under applicable zoning and its Subsidiaries other land use Laws and or is subject to a “permitted non-conforming” use and operate their respective assets and properties or other similar classification, other than as set forth in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice Owner’s Title Policy or the passage of timetitle commitment dated July 15, 2013 (the “Updated Title Commitment”) for a new owner’s title policy or both, would allow a datedown to the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and Owner’s Title Policy to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectbe delivered at Closing.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) With respect to Schedule 3.12(a) sets forth each material interest in real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way its Subsidiaries (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary . The respective owner of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company has good record and marketable title in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and fee simple to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither as specified on Schedule 3.12(a), and enjoys peaceful and quiet possession of the Owned Real Property. (b) Schedule 3.12(b) describes each interest in real property leased by the Company nor and its Subsidiaries (the “Real Property Leases”, and, each individually, a “Real Property Lease”) from any lessor that is not a Subsidiary, including the lessor of such leased property, and identifies each lease or any other arrangement under which such property is leased. The Company and each of its Subsidiaries enjoys peaceful and quiet possession of its leased premises and has not received any written notice from any landlord asserting the existence of a material default under any pending, andsuch lease or been informed in writing that the lessor under any such lease has taken action or, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect threatened to any Company Leased Real Property, except such proceeding which would not have, individually or terminate the lease before the expiration date specified in the aggregate, a Company Material Adverse Effectlease. (c) Except as The Owned Real Property identified in Schedule 3.12(a) and the Real Property Leases identified in Schedule 3.12(b) (collectively, the “Real Property”) comprise all of the real property used primarily by the Company and its Subsidiaries, and neither the Company nor any of its Subsidiaries is a party to any Contract to purchase, sell or otherwise convey any real property or interest therein. (d) To the knowledge of the Company, the Real Property is used and operated (i) in conformity with all applicable permits and (ii) in conformity with all covenants, easements, rights of way, licenses, grants, building or use restrictions, exceptions, encroachments, Liens, reservations or other impediments, except where failure to so conform would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: Effect (i) each except for covenants, easements, rights of way, licenses, grants, building or use restrictions, exceptions, encroachments, Liens, reservations or other impediments, to the extent any of the foregoing are related to Environmental Laws, as to which Section 3.27 only applies). Any improvements located on the Owned Real Property, taken as a whole, are in adequate operating condition and repair to conduct the business of the Company and its Subsidiaries has such Rights-of-Way that are necessary for as the Company same is conducted on the date hereof, normal wear and its Subsidiaries tear excepted. (e) Except as set forth on Schedule 3.12(e), to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any knowledge of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice Company, none of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and Real Property is subject to any such Rights-of-Way. All pipelines operated pending or threatened condemnation or similar proceeding by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse EffectGovernmental Authority.

Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule: (a) Neither the Target Entities nor the Company Subsidiaries owns any real property. (b) Schedule 5.18(b) sets forth a list of all real property leased or subleased (the “Leased Real Property”) by the Target Entities or the Company Subsidiaries in connection with the operation of the Target Business (the Contracts pursuant to which such Leased Real Property is leased being the “Leases”). With respect to each material real property owned by the Leases, neither the Target Entities nor the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectivelySubsidiaries nor, to the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary Knowledge of the Company has marketable and insurable fee simple title to such Company Owned Real PropertySellers, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase any such Lease, are in breach of or default under any of the Leases in any material respect. Each Lease to which any Target Entity or Company Owned Subsidiary is a party (i) is a legal and binding obligation of the Target Entities or relevant Company Subsidiary (as applicable) and, to the Knowledge of the Sellers, the other relevant parties thereto and (ii) is in full force and effect, enforceable against the Target Entities or relevant Company Subsidiary (as applicable) and, to the Knowledge of the Sellers, the other parties thereto, in accordance with the terms thereof, except to the extent that the enforceability thereof may be limited by the Equitable Exceptions. (c) Neither the Target Entities nor the Company Subsidiaries have received written notice of any pending or contemplated condemnation, expropriation or other proceeding in eminent domain affecting the Leased Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereontherein. Neither the Company Target Entities nor any of its Subsidiaries Company Subsidiary has received any written notice of any pending, that the current use and to the knowledge occupancy of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Leased Real Property Leases”) under which the Company violates in any material respect any easement, covenant, condition, restriction, or similar provision in any of its Subsidiaries uses the Leases or occupies other instrument of record or has the right to use or occupy any material real property (the “Company other unrecorded agreement affecting such Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect

Real Property. Except as set forth in (a) Section 3.17 2.19(a) of the Company Disclosure Schedule: (a) With respect to each Letter lists all material real property owned by the Company or any Subsidiary other than Company as of the date hereof, including, without limitation, all owned transmission towers (if any) on Leased Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect. With respect to each Owned Real Property, (i) either the Company or a Subsidiary of the Company has marketable good and insurable fee simple valid title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditionsand, encroachmentswith respect to any owned transmission towers on Leased Real Property, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”)than Real Property Leases, (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that therein, other than, in the case of clauses (i) and (ii) above, any which has not had and would not reasonably be expected to adversely affect have a Material Adverse Effect on the existing use Company. As of the Company Owned Real Property by the Company in the operation of its business thereon. Neither date hereof, neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the knowledge Knowledge of the Company Company, there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which have not had and would not have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company. (b) Except as would not haveSection 2.19(b) of the Company Disclosure Letter lists all leases, individually or in the aggregatesubleases, a Company Material Adverse Effect, (i) each material lease, sublease licenses and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) material agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property property, including locations on towers and other structures (the “Company Leased Real Property”) at which the material operations of the Company or and any of its Subsidiaries are conductedconducted as of the date hereof (the “Real Property Leases”). Except as has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, (i) each Real Property Lease is valid, binding and in full force and effect, (ii) neither effect and all rent and other sums and charges payable by the Company nor or any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company as tenants thereunder are current and (ii) no termination event (other than expirations in the operation of its business thereon, and (iiiordinary course) no or uncured default of a material nature or, to the Knowledge of the Company, allegation of default of a material nature, on the part of the Company or, if applicable, its Subsidiary or, to the knowledge Knowledge of the Company, the landlord thereunder, thereunder exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as has not had and would not have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, interest in each parcel of Company Leased Real PropertyProperty which is subject to a Real Property Lease (except with respect to licenses, as to which the Company and its Subsidiaries have a valid license), free and clear of all Liens, except for Company Permitted Liens and Permitted EncumbrancesLiens. Neither As of the date hereof, neither the Company nor any of its Subsidiaries has received written notice of any pending, and, and to the knowledge Knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased property leased pursuant to any of the Real PropertyProperty Leases, except such proceeding condemnation which has not had and would not have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (iSection 2.19(c) each of the Company Disclosure Letter lists all leases, subleases, licenses and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by material agreements under which the Company or any of its Subsidiaries leases, subleases or grants the right to use or occupy any Owned Real Property or Leased Real Property, to any other Person, other than to the Company or any of its Subsidiaries (“Lessor Leases”). Except as has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, (i) each Lessor Lease is valid, binding and in full force and effect and all rent and other sums and charges payable to the Company or any of its Subsidiaries as landlords thereunder are current and (ii) no termination event (other than expirations in the ordinary course) or uncured default of a material nature or, to the Knowledge of the terms Company, allegation of default of a material nature, on the part of the Company or, if applicable, its Subsidiary or, to the Knowledge of the Company, the tenant thereunder exists under any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse EffectLessor Lease.

Real Property. Except as set forth in (i) Section 3.17 3.01(n)(i) of the Company Disclosure Schedule: (a) With respect to each material Letter lists all real property owned by the Company or any Company Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect. With respect to each parcel of Owned Real Property, (iA) either the Company or a Company Subsidiary of the Company has good and marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iiiB) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect therein. Neither the existing use Company nor any of its Subsidiaries currently lease all or any part of the Company Owned Real Property by the Company in the operation of its business thereonProperty. Neither the Company nor any of its Subsidiaries has received written notice of any pending, and to the knowledge Knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company of the Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (bii) Except as would not haveSection 3.01(n)(ii) of the Company Disclosure Letter lists all leases, individually subleases or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under agreements pursuant to which the Company or any of its Subsidiaries Company Subsidiary uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property” and all such leases, the “Company Leases”) at which the ). Except as has not been and would not be reasonably expected to be material operations of to the Company or any of and its Subsidiaries are conductedtaken as a whole, (A) each Company Lease is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iiiB) no uncured default of a material nature on the part of the Company or, if as applicable, its any Company Subsidiary or, to the knowledge Knowledge of the Company, the landlord thereunder, thereunder exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect

Real Property. Except as set forth The Company has valid leasehold interests in Section 3.17 all of the Company Disclosure Schedule: (a) With respect to each material real property owned by which it holds under the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way leases described in Schedule 4.15 of the Disclosure Schedules (such property collectively, the “Company Owned Leased Real Property”), which leasehold interests are in each case free and clear of all Encumbrances, except for Permitted Exceptions. Following completion of the transactions contemplated herein, the Company shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 4.15 of the Disclosure Schedules, in each case free and clear of all Encumbrances except Permitted Exceptions. The Leased Real Property constitutes all real properties used or occupied by the Company or reflected on the Financial Statements. With respect to the Leased Real Property: (a) the Company has use of all easements and rights necessary to conduct the Business; (b) no portion thereof is subject to any pending, or to the Knowledge of the Key Employees any threatened, condemnation proceeding or other proceeding by any public authority; (c) the Building and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and repair, subject only to ordinary wear and tear; (d) the Building and structures are not, and the operation of the Business at the Leased Real Property is not, in violation of any zoning or other Requirements of Laws (including obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and would not havereasonably be expected to, individually or in the aggregate, result in a Company Material Adverse Effect, ; (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (iie) there are no leases, subleases, licenses, rights concessions or other agreements affecting agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any parcel of Leased Real Property; and (f) the Company Owned Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in is supplied with utilities and other services necessary for the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property facilities as conducted by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse EffectCompany. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect

Real Property. Except as set forth in Section 3.17 (a) Each of the Company Disclosure Schedule: (a) With respect to each and its subsidiaries has good and marketable title to, or in the case of leased property and leased tangible assets has valid and enforceable leasehold interests in, all of its material real property owned by the Company or any Subsidiary other than Company Real Property Leases properties and Rights-of-Way (such property collectively, the “Company Owned Real Property”)tangible assets, except for such properties and tangible assets as would are no longer used or useful in the conduct of its businesses or as have been disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants, taxes that are not haveyet delinquent and similar encumbrances that, individually or in the aggregate, have not materially interfered with, and are not reasonably likely to materially interfere with, the ability of the Company and its subsidiaries to use such property and assets in the business of the Company and its subsidiaries as currently conducted and as proposed by the Company to be conducted. All such material properties and tangible assets, other than properties and tangible assets in which the Company or any of its subsidiaries has a leasehold interest, are free and clear of all Liens, except for Permitted Liens. For purposes of this Section 3.15, the term “property” shall not include any Intellectual Property. (b) Section 3.15(b) of the Company Material Adverse EffectLetter sets forth, as of the date of this Agreement, a complete and correct list of (i) all real property and interests in real property owned in fee by the Company or any of its subsidiaries (each such property, an “Owned Real Property”) and (ii) all real property and interests in real property leased by the Company or any of its subsidiaries (each such property, a “Leased Real Property”). (c) With respect to each Owned Real Property, (i) either the Company or a Subsidiary of the Company has good and marketable and insurable indefeasible fee simple title to such Company Owned Real Propertytitle, free and clear of all Liens other than any Company except for Permitted Liens Liens, and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) to the Company’s knowledge, as of the date of this Agreement there are is no leases, subleases, licenses, rights condemnation or other agreements proceeding in eminent domain, pending or threatened, affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected therein. (d) With respect to adversely affect the existing use each Leased Real Property, (i) as of the Company Owned Real Property by the Company in the operation date of its business thereon. Neither this Agreement, neither the Company nor any of its Subsidiaries subsidiaries has received notice of any pendingsubleased, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually licensed or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has otherwise granted anyone the right to use or occupy any material real property (the “Company such Leased Real Property”) at which the material operations of the Company Property or any of its Subsidiaries are conducted, is valid, binding portion thereof and in full force and effect, (ii) neither the Company nor any of its Subsidiaries subsidiaries has collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein. (e) Each of the Company and its subsidiaries is currently subleasing, licensing or otherwise granting any person in compliance in all material respects with the right to use or occupy a material portion terms of a Company all leases of Leased Real Property that would reasonably be expected to adversely affect the existing use which it is a party and under which it is in occupancy, and each material lease is a legal, valid and binding agreement of the Company Leased Real Property by or its Subsidiary, as the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pendingcase may be, and, to the knowledge of the Company, there is no threatenedof each other party thereto, condemnation proceeding enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with respect to any Company Leased Real Propertyits terms, except such proceeding which would not haveas the enforceability thereof may be limited by bankruptcy, individually insolvency, fraudulent conveyance, reorganization, moratorium or in other similar Laws relating to the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each enforcement of creditors’ rights generally and by general principles of equity. Each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for subsidiaries enjoys peaceful and undisturbed possession in all material respects under all the Company leases to material Leased Real Property to which it is a party and its Subsidiaries to use and operate their respective assets and properties under which it is in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectoccupancy.

Real Property. Except as set forth in (a) Section 3.17 3.20(a) of the Company Disclosure Schedule: (a) With respect to each material Schedule lists all real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way of its subsidiaries (such property collectively, the “Company Owned Real Property”), except as would not have, individually . The Company and/or one or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation more of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a subsidiaries holds good and valid leasehold interest, subject title to the terms of the Company Real Property Leases, in each parcel of Company Leased Owned Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted EncumbrancesLiens. Neither Except as set forth on Section 3.20(a) of the Company nor Disclosure Schedule, there are no leases, subleases, licenses, concessions or other agreements granting to any third party or parties the right of use or occupancy of any portion of the Owned Real Property. There are no outstanding options whereby the Company or any of its Subsidiaries has received notice subsidiaries is obliged to acquire or sell real property, or any rights of first refusal to purchase the Owned Real Property, or any pending, and, to portion thereof or interest therein. To the knowledge Knowledge of the Company, there is are no threatened, pending or threatened condemnation proceeding proceedings with respect to any the Owned Real Property. (b) Section 3.20(b) of the Company Disclosure Schedule lists all leased real property of the Company and its subsidiaries with annual lease payments of more than $500,000 (the “Leased Real Property”). The Company or one or more of its subsidiaries holds good and valid leasehold title to the Leased Real Property, in each case, in accordance with the provisions of the applicable lease agreement and any amendments thereto and free and clear of all Liens, except for Permitted Liens. Other than such proceeding which exceptions as would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i, and except as set forth on Section 3.20(b) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for Disclosure Schedule, all of the leases to which the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate and/or any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights subsidiary of the Company is a party are in full force and its Subsidiaries in effect and grant the leasehold estates or rights of occupancy or use they purport to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effectgrant.

Real Property. Except as set forth in (a) Section 3.17 3.1(26)(a) of the Company Disclosure Schedule: (a) With respect to each material Letter sets out a complete and accurate list of all real and immovable property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way and/or its Subsidiaries (each such property collectivelydisclosed, or required to be disclosed, in Section 3.1(24)(a) of the Company Disclosure Letter, an “Company Owned Real Property”), except in each case by reference to the applicable municipal address. (b) Section 3.1(26)(b) of the Company Disclosure Letter sets out a complete and accurate list of all real and immovable property leased, subleased, licensed and/or (other than the Owned Properties) occupied by the Company and/or its Subsidiaries (each such property disclosed, or required to be disclosed, in Section 3.1(26)(b) of the Company Disclosure Letter, a “Leased Property”), in each case by reference to the applicable municipal address. (c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary one of the Company its Subsidiaries has valid, good and marketable and insurable fee simple title to such Company the Owned Real Property, Properties and leasehold title to the Leased Properties free and clear of all Liens other than any Company except for Permitted Liens and conditions(excluding, encroachmentsfor the avoidance of doubt, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use any leases of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof entered in the operation Ordinary Course and any registrations or notice in respect thereof (including subleases, amendments to leases or assignments of its business leases or subleases) and any encumbrance charging the interest of persons under any such lease (“Permitted Encumbrances”including subleases, amendments to leases or assignments of leases or subleases)), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company the Owned Real Property Properties or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither therein, (iii) neither the Company nor any of its Subsidiaries has received notice of is the owner of, or is bound by or subject to any pendingagreement or option to own, any real or immovable property other than the Owned Properties and to the knowledge of (iv) there are no Contracts whereby the Company there is no threatenedor any of its Subsidiaries has the obligation to sell, condemnation proceeding with respect to transfer or otherwise dispose of all or any Company portion of, or interest in, any Owned Real Property, except proceedings which . (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, Leases is valid, binding and in full force and effect, and is enforceable in accordance with its terms (subject to bankruptcy, insolvency or other Laws affecting creditors’ rights generally, and to general principles of equity), (ii) neither the Company nor any of its Subsidiaries is currently subleasingSubsidiaries, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, nor to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property other party to a Lease, and no event has occurred violated any provision of, or circumstance exists whichtaken or failed to take any action that, with the giving of or without notice, the passage lapse of time, or both, would constitute a material breach or default under a Company Real Property the provisions of such Lease. Except as would not have, individually or in the aggregateand (iii) since January 1, a Company Material Adverse Effect2022, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither neither the Company nor any of its Subsidiaries has received notice in writing alleging that it has breached, violated or defaulted under any Lease. (e) The Leased Properties together with the Owned Properties constitute all of any pending, and, to the real or immovable property used or occupied by the Company. (f) To the knowledge of the Company, neither the Company nor any of its Subsidiaries has received any notice of any pending condemnation or expropriation of any Leased Property or any Owned Property by any Governmental Entity nor, to the Company’s knowledge, are there is no threatened, condemnation proceeding with respect to any Company public improvements or re-zoning measures proposed or in progress that could result in special assessments against or otherwise adversely affect any of the Leased Real Property or Owned Property, except such proceeding which in each case, that has had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (cg) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each None of the Company and its Subsidiaries Leased Properties or Owned Properties has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operatedbeen leased, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event subleased or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach sublicensed by the Company or any of its Subsidiaries of to any Person, and no Person other than the terms of Company and its Subsidiaries occupies or uses any Rights-of-Way) Owned Properties, in each case other than in the Rights-of-Way other than gaps that Ordinary Course. (h) Except as has not had and would notnot reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, (i) the Leased Properties and the Owned Properties are adequate and suitable for the purposes for which they are currently used and (ii) neither the use nor operations of the Leased Properties or the Owned Properties violate any Contract or Law or Order.

Real Property. Except as set forth in (a) Section 3.17 3.16 of the Company Disclosure Schedule: Letter sets forth, as of the date of this Agreement, a true, complete and correct list of all of the (ai) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way of its Subsidiaries (such property collectively, the “Company Owned Real Property”), except as would not haveincluding the address thereof, individually or in the aggregate, a Company Material Adverse Effect, and (iii) either material real property leased by the Company or a Subsidiary any of the Company has marketable and insurable fee simple title to such Company Owned Real Propertyits Subsidiaries, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect leases of office space (the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted EncumbrancesLeased Real Property”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected pursuant to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other written lease agreement, sublease, usufruct agreement or similar grant or license, including mineral or storage rights (collectivelythe address thereof, the “Company Real Property Leases”) expiry date, the renewal date, if any, in each case under which the Company or any of its Subsidiaries uses holds a leasehold interest or occupies or has the right is otherwise entitled to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company such Leased Real Property that would reasonably be expected (each, a “Lease”). There are no outstanding written Contracts to adversely affect the existing use purchase, sell, exchange, place a Lien (other than a Permitted Lien) against, or to otherwise transfer any of the Company Leased Owned Real Property by the Company in the operation Property, nor preferential or pre-emption rights of its business thereon, and (iii) no uncured default of a material nature on the part any kind with respect to any of the Company orOwned Real Property, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. except as contemplated by this Agreement. (b) Except as would not haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and have (i) fee simple title (or the equivalent in any applicable foreign jurisdictions) to all of their respective Owned Real Property, (ii) valid leasehold interest, subject to the terms interests in all of the Company their respective Leased Real Property LeasesProperty, in each parcel case of Company Leased Real Propertyclause (i) and (ii), free and clear of all Liens, except for other than Permitted Liens. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Permitted Liens Material Adverse Effect, (A) neither the Company nor any of its Subsidiaries is in breach of or default under the terms of any Lease, (B) the Company and Permitted Encumbranceseach Subsidiary of the Company, as applicable, is in exclusive possession of the Leased Real Property under all such Leases, (C) there are no existing (or to the Knowledge of the Company threatened in writing) condemnation, rescission, requisitioning, expropriation or seizure proceedings with respect to any Owned Real Property and (D) the rental set forth in each Lease is the actual rental being paid (all rents, charges, Taxes and other payments due under each Lease have effectively been paid) and there are no separate agreements or understandings (other than as made available to Parent in folder 2.4.7 in the VDR) with respect to such rental. Neither Since January 1, 2017, neither the Company nor any of its Subsidiaries has received any written dangerous structure notice of any pending, and, (with respect to the knowledge of the Company, there is no threatened, condemnation proceeding risk to public safety or unstable structures) with respect to any Company of the Owned Real Property or Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company condition has not received written notice of been remedied. The representations set forth in Section 3.13(b) shall apply to the occurrence of any ongoing event or circumstance that allows, or after Leases and the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse EffectLeased Real Property.

Real Property. Except as set forth in (a) Section 3.17 3.16(a) of the Company Disclosure Schedule: (a) With respect to each Letter sets forth a true and complete list of all material real property (other than real property in the nature of transmission or distribution lines and substations) owned in whole or in part (including as a tenant in common or similar co-ownership with one or more third parties) by the Company or any Company Subsidiary other than Company Real Property Leases and Rights-of-Way in fee (such property collectively, the “Company Owned Real Property”) and includes an identification of such property (e.g. an address, a metes and bounds description, a tax map identification or other specification), the name of the record title holder thereof and a list, as of the date hereof, of all Indebtedness secured by a Lien (other than Permitted Liens) thereon. The Company or a Company Subsidiary, as the case may be, holds good and marketable title in fee simple to all Company Owned Real Property, free and clear of all Liens (other than Permitted Liens). The Company or a Company Subsidiary, as the case may be, has valid title to the easements used by the Company and the Company Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All of the buildings, facilities, structures, infrastructures, lines, appurtenances and other improvements situated on the Company Owned Real Property are in operating condition and in a state of ordinary maintenance and repair (ordinary wear and tear excepted) and are adequate and suitable for the purposes for which they are presently being used except for any failures as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of such buildings, facilities, structures, infrastructures, lines, appurtenances or other improvements (or any equipment therein), nor the uses, operation or maintenance thereof, violates any restrictive covenant or any provision of any applicable Law, or encroaches on any property owned by third parties except for any violation or encroachment as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property which have been granted by the Company in the operation of its business thereon. Neither the or any Company nor any of its Subsidiaries has received notice of any pending, and Subsidiary to the knowledge of the Company there is no threatened, condemnation proceeding with respect third parties to purchase any Company Owned Real Property. (b) Section 3.16(b) of the Company Disclosure Letter contains an accurate and complete list and description, except proceedings as of the date hereof, of all leases of material real property (collectively, the “Company Real Property Leases”) to which the Company or any of its Subsidiaries is a party (as lessee, sublessee, sublessor or lessor) and includes an identification of such property (e.g. an address, a metes and bounds description, a tax map identification or other specification) and the identity of the lessor, lessee and current occupant (if different from the lessee). True and correct copies of such Company Real Property Leases have been made available to the Parent. Except in each case as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Company Real Property Lease for real property under which the Company or any Company Subsidiary is a lessee or sublessee (collectively, the “Company Leased Real Property”) is in full force and effect and is a valid and binding obligation of the Company or the Company Subsidiary party thereto and, to the knowledge of the Company, of the other parties thereto, enforceable against the Company or the Company Subsidiary party thereto and, to the knowledge of the Company, against the other parties thereto in accordance with its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (ii) no written notices of default under any Company Real Property Lease have been received by the Company or any Company Subsidiary that have not been resolved; (iii) to the knowledge of the Company, there exists no default or event, occurrence, condition or act (including the Merger) which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default under any Company Real Property Lease; (iv) all rents due to date on each such Company Real Property Lease have been paid; and (v) the Company or a Company Subsidiary is and has been in peaceable possession of each Company Leased Real Property since the commencement of the original term of the related Company Real Property Lease and no waiver, indulgence or postponement of the lessee’s obligations under such Company Real Property Lease has been granted by the applicable lessor. The Company or any Company Subsidiary’s interest in any Company Real Property Lease is free and clear of all Liens (other than Permitted Liens). (bc) The Company Owned Real Property and the Company Leased Real Property are referred to collectively herein as the “Company Real Property.” With respect to the Company Real Property, neither the Company nor any Company Subsidiary has received any written notice of, nor to the knowledge of the Company does there exist, (i) any pending, threatened or contemplated condemnation or similar proceedings, or any sale or other disposition of any Company Real Property or any part thereof in lieu of condemnation or (ii) any non-compliance with any applicable building and zoning codes, deed restrictions, ordinances and rules, that, in each case, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have lawful rights of use and access to all Company Real Property used in or necessary to conduct their businesses substantially as presently conducted except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, no Governmental Entity having the “Company Real Property Leases”) under which the Company or power of eminent domain over any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received provided written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any Company Subsidiary that it intends to exercise the power of its Subsidiaries eminent domain or similar power with respect to all or any part of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse EffectReal Property.

Real Property. Except as set forth All real property and interests in Section 3.17 of the Company Disclosure Schedule: (a) With respect to each material real property owned in fee by the Company or any Company Subsidiary other than (individually, a “Company Real Owned Property”) and all real property and interests in real property leased by the Company or any Company Subsidiary and any prime or underlying leases relating thereto (individually, a “Company Leased Property”) are set forth or described in the Form 10-K filed by the Company with the SEC for the year ended December 31, 2003 or on Section 3.15 of the Company Disclosure Letter. The Company or a Company Subsidiary has good and marketable fee title to all Company Owned Property Leases and Rights-of-Way good and valid leasehold title to all Company Leased Property (such property a Company Owned Property or Company Leased Property being sometimes referred to herein, individually, as a “Company Property” and, collectively, the “Company Owned Real PropertyProperties”), except as would not havein each case subject only to (i) Liens described in clause (i), (ii), (iii) or (v) of Section 3.14, (ii) leases, subleases and similar agreements set forth in Section 3.15 of the Company Disclosure Letter and (iii) easements, covenants, rights-of-way and other similar restrictions of record, if any, that, individually or in the aggregate, a Company Material Adverse Effectdo not materially impair, (i) either and would not reasonably be expected materially to impair, the Company or a Subsidiary continued use and operation of the assets to which they relate in the conduct of the business of the Company has marketable and insurable fee simple title to such the Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, Subsidiaries as presently conducted. Any material reciprocal easements, rights-of-wayoperating agreements, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licensesoption agreements, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options first refusal or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding offer with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations a casino or hotel project is operated are set forth in Section 3.15 of the Company Disclosure Letter. There are no physical conditions or defects at any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by Owned Properties at which casino or hotel operations are conducted which materially impair or would be reasonably expected to materially impair the Company in the continued operation of its business thereon, and (iii) no uncured default of a material nature on the part conduct of the Company orcasino, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, hotel and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except related businesses as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and presently conducted at each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse EffectOwned Property.

Real Property. Except as set forth in (a) Section 3.17 of the Company Disclosure Schedule: (a) With respect to each Letter sets forth the material real property owned and leased by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect. (b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property LeaseEntities. Except as would not havereasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a Entities (as applicable) have (i) good and valid leasehold interest, subject fee simple title to the terms material real property owned by a Company Entity as of the date of this Agreement (all real property owned by a Company Entity, the “Owned Real Property LeasesProperty”) and (ii) valid leasehold interests in the real property leased, subleased or licensed by a Company Entity pursuant to a Lease (all real property leased, subleased, or licensed by a Company Entity, the “Leased Real Property”), in each parcel of Company Leased Real Propertycase, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which Liens. (b) Except as would not havereasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, with respect to each parcel of Leased Real Property: (i) each Lease is legal, valid, binding and enforceable and in full force and effect, subject in all respects to the Bankruptcy and Equity Exceptions; (ii) each Company Entity has valid leasehold, easement or other rights to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit it to conduct its businesses as currently conducted thereon; and (iii) no Company Entity has received a written notice of any default under such Lease which remains uncured. (c) Except The Company Entities have good and marketable title to, or a valid leasehold interest in, all of the material property and assets used in the operation of the Company Entities’ businesses as currently conducted, including all of the material property and assets reflected on the most recent balance sheet of the Company Entities included in the Company Reports or acquired after the date of such balance sheet (subject to any dispositions thereof since the date of such balance sheet in the ordinary course of business), except as would notnot reasonably be expected to result in, individually or in the aggregate, have a Company Material Adverse Effect: (i) each . None of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective property or assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Wayany Lien, and there are no gaps (including any gap arising except as a would not reasonably be expected to result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would notin, individually or in the aggregate, have a Company Material Adverse EffectEffect or as set forth on Section 3.17(d) of the Company Disclosure Letter. The properties and assets currently owned or leased by the Company Entities are sufficient for the continued conduct of the business of the Company Entities after the Closing in substantially the same manner as 829649.04-LACSR01A - MSW conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Company Entities as currently conducted. (d) This Section 3.17 does not relate to Environmental Permits, Environmental Laws, Environmental Claims, Releases, Hazardous Materials or other environmental matters, or Intellectual Property, which are addressed in Section 3.14 and 3.18, respectively.

Real Property. Except as set forth in (a) Section 3.17 3.16(a) of the Company Disclosure Schedule: (a) With respect to each material Letter sets forth a true and complete list of all real property (other than real property in the nature of transmission or distribution lines and substations) owned in whole or in part by the Company or any Company Subsidiary other than Company Real Property Leases and Rights-of-Way in fee (such property collectively, the “Company Owned Real Property”) and includes an identification of such property (e.g. an address, a metes and bounds description, a tax map identification or other specification), the name of the record title holder thereof and a list, as of the date hereof, of all Indebtedness secured by a Lien (other than Permitted Liens) thereon. The Company or a Company Subsidiary, as the case may be, holds good and marketable title in fee simple to all Company Owned Real Property, free and clear of all Liens (other than Permitted Liens). The Company or a Company Subsidiary, as the case may be, has valid title to the easements used by the Company and the Company Subsidiaries, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All of the buildings, facilities, structures, infrastructures, lines, appurtenances and other improvements situated on the Company Owned Real Property are in operating condition and in a state of ordinary maintenance and repair (ordinary wear and tear excepted) and are adequate and suitable for the purposes for which they are presently being used except for any failures as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property which have been granted by the Company in the operation of its business thereon. Neither the or any Company nor any of its Subsidiaries has received notice of any pending, and Subsidiary to the knowledge of the Company there is no threatened, condemnation proceeding with respect third parties to purchase any Company Owned Real Property. (b) Section 3.16(b) of the Company Disclosure Letter contains an accurate and complete list and description, except proceedings as of the date hereof, of all leases of material real property (collectively, the “Company Real Property Leases”) to which the Company or any of its Subsidiaries is a party (as lessee, sublessee, sublessor or lessor) and includes an identification of such property (e.g. an address, a metes and bounds description, a tax map identification or other specification) and the identity of the lessor, lessee and current occupant (if different from the lessee). True and correct copies of such Real Property Leases have been made available to the Parent. Except in each case as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Company Real Property Lease for real property under which the Company or any Company Subsidiary is a lessee or sublessee (collectively, the “Company Leased Real Property”) is in full force and effect and is a valid and binding obligation of the Company or the Company Subsidiary party thereto and, to the knowledge of the Company, of the other parties thereto, enforceable against the Company or the Company Subsidiary party thereto and, to the knowledge of the Company, against the other parties thereto in accordance with its terms, except that (A) such enforcement may be subject to applicable bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought; (ii) no written notices of default under any Company Real Property Lease have been received by the Company or any Company Subsidiary that have not been resolved; (iii) to the knowledge of the Company, there exists no default or event, occurrence, condition or act (including the Merger) which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default under any Company Real Property Lease; (iv) all rents due to date on each such Company Real Property Lease have been paid; and (v) the Company or a Company Subsidiary is and has been in peaceable possession of each Company Leased Real Property since the commencement of the original term of the related Company Real Property Lease and no waiver, indulgence or postponement of the lessee’s obligations under such Company Real Property Lease has been granted by the applicable lessor. The Company or any Company Subsidiary’s interest in any Company Real Property Lease is free and clear of all Liens (other than Permitted Liens). (bc) The Company Owned Real Property and the Company Leased Real Property are referred to collectively herein as the “Company Real Property.” With respect to the Company Real Property, neither the Company nor any Company Subsidiary has received any written notice of, nor to the knowledge of the Company does there exist, (i) any pending, threatened or contemplated condemnation or similar proceedings, or any sale or other disposition of any Company Real Property or any part thereof in lieu of condemnation or (ii) any non-compliance with any applicable building and zoning codes, deed restrictions, ordinances and rules, that, in each case, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. The Company and the Company Subsidiaries have lawful rights of use and access to all Company Real Property used in or necessary to conduct their businesses substantially as presently conducted except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, no Governmental Entity having the “Company Real Property Leases”) under which the Company or power of eminent domain over any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a good and valid leasehold interest, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse Effect. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received provided written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any Company Subsidiary that it intends to exercise the power of its Subsidiaries eminent domain or similar power with respect to all or any part of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse EffectReal Property.

Real Property. Except as set forth in (a) Section 3.17 3.13(a) of the Company Disclosure Schedule: (a) With respect to Schedule lists each material parcel of real property owned by the Company or any Subsidiary other than Company Real Property Leases that is currently used in, and Rights-of-Way (such property collectivelymaterial to, the conduct of the business of the Company and the Subsidiaries, taken as a whole (the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the . The Company or a any Subsidiary has good, valid and marketable title to all of the Company has marketable and insurable fee simple title to such Company Owned Real Property, in each case free and clear of all Liens mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, “Liens”), other than any (i) Liens for current taxes and assessments not yet past due, (ii) inchoate mechanics’ and materialmen’s Liens for construction in progress, (iii) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company Permitted or such Subsidiary consistent with past practice, and (iv) all Liens and conditions, encroachments, easements, rights-of-way, restrictions other imperfections of title (including matters of record) and other encumbrances that do not adversely affect materially interfere with the existing use conduct of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect and the existing use of the Company Owned Real Property by the Company in the operation of its business thereonSubsidiaries, and (iii) there are no outstanding options taken as a whole, or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, have a Company Material Adverse EffectEffect (collectively, “Permitted Liens”). (b) Except as would not have, individually Section 3.13(b) of the Company Disclosure Schedule lists by address each parcel of real property leased or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which subleased by the Company or any Subsidiary that is currently used in, and material to, the conduct of its Subsidiaries uses or occupies or has the right to use or occupy any material real property business of the Company and the Subsidiaries, taken as a whole (the “Company Leased Real PropertyProperties”) at which ), with the material operations name of the lessor and the date of the lease or sublease, any guaranty given by the Company or any of its Subsidiaries are conducted, is valid, binding Subsidiary in connection therewith and in full force and effect, (ii) neither the Company nor each material amendment to any of its Subsidiaries is currently subleasing, licensing such lease or otherwise granting any person the right to use or occupy a material portion of a Company Leased Real Property that would reasonably be expected to adversely affect the existing use of the Company Leased Real Property by the Company in the operation of its business thereon, and (iii) no uncured default of a material nature on the part of the Company or, if applicable, its Subsidiary or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Leasesublease. Except as would not have, individually or in the aggregate, have a Company Material Adverse Effect, the Company and each or one of its Subsidiaries has a good the right to the use and valid leasehold interestoccupancy of the Leased Properties, subject to the terms of the Company Real Property Leases, in each parcel of Company Leased Real Property, free and clear of all Liens, except for Company Permitted Liens applicable lease or sublease relating thereto and Permitted Encumbrances. Neither the Company nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of the Company, there is no threatened, condemnation proceeding with respect to any Company Leased Real Property, except such proceeding which would not have, individually or in the aggregate, a Company Material Adverse EffectLiens. (c) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has such Rights-of-Way that are necessary for the Company and its Subsidiaries to use and operate their respective assets and properties in the manner that such assets and properties are currently used and operated, and each such Right-of-Way is valid and free and clear of all Liens (other than Company Permitted Liens); (ii) the Company and its Subsidiaries conduct their businesses in a manner that does not violate any of the Rights-of-Way; (iii) the Company and its Subsidiaries have fulfilled and performed all of their obligations with respect to such Rights-of-Way; and (iv) the Company has not received written notice of the occurrence of any ongoing event or circumstance that allows, or after the giving of notice or the passage of time, or both, would allow the limitation, revocation or termination of any Right-of-Way or would result in any impairment of the rights of the Company and its Subsidiaries in and to any such Rights-of-Way. All pipelines operated by the Company and its Subsidiaries are subject to Rights-of-Way, and there are no gaps (including any gap arising as a result of any breach by the Company or any of its Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not, individually or in the aggregate, have a Company Material Adverse Effect