Common use of Title, Etc Clause in Contracts

Title, Etc. (a) The Borrower and each of its Subsidiaries has indefeasible title in fee simple to, or valid leasehold or easement interests in, all of their respective real property, and good title to all of their respective personal property, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. None of such property is subject to any Lien, except for Liens permitted by Section 7.01. (b) The Pipeline Systems are covered by recorded fee deeds, rights of way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rights”) in favor of the Borrower or its Subsidiaries, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. The Pipeline Rights establish a contiguous and continuous right of way for the Pipeline Systems and grant the Borrower or its Subsidiaries the right to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have inspected, operated, repaired, and maintained the Pipeline Systems as reflected in the Audited Financial Statements; provided, however, (A) some of the Pipeline Rights granted to the Borrower or its Subsidiaries by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interest, (B) some of the rights of way may cross properties that are subject to Liens, covenants, conditions, and restrictions in favor of third parties that have not been subordinated to the Pipeline Rights; and (C) some rights of way are subject to certain defects, limitations and restrictions; provided, further, that none of the limitations, defects, and restrictions described in clauses (A), (B) and (C) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct of Business or (y) have a Material Adverse Effect. (c) The Terminals are covered by fee deeds, real property leases, or other instruments (collectively “Terminal Deeds”) in favor of the Borrower or its Subsidiaries. The Terminal Deeds grant the Borrower or its Subsidiaries the right to construct, operate, and maintain the Terminals in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have inspected, operated, repaired, and maintained the Terminals as reflected in the Audited Financial Statements, subject to Permitted Encumbrances.

Title, Etc. (a) The Each Borrower and each of its the Restricted Subsidiaries has indefeasible good and marketable title in fee simple to, or valid leasehold or easement interests in, all of their respective real property, property and good title to all of their respective personal propertyassets, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. None of such property is subject to any Lien, except for Liens permitted by Section 7.01. (b) The Pipeline Systems Terminals are owned in fee simple or are covered by recorded fee deeds, rights of way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rights”) in favor of the Borrower or its Subsidiaries, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. The Pipeline Rights establish a contiguous and continuous right of way for the Pipeline Systems and grant the Borrower or its Subsidiaries the right to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have inspected, operated, repaired, and maintained the Pipeline Systems as reflected in the Audited Financial Statements; provided, however, (A) some of the Pipeline Rights granted to the Borrower or its Subsidiaries by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interest, (B) some of the rights of way may cross properties that are subject to Liens, covenants, conditions, and restrictions in favor of third parties that have not been subordinated to the Pipeline Rights; and (C) some rights of way are subject to certain defects, limitations and restrictions; provided, further, that none of the limitations, defects, and restrictions described in clauses (A), (B) and (C) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct of Business or (y) have a Material Adverse Effect. (c) The Terminals are covered by fee deeds, real property leases, or other instruments (collectively “Terminal Deeds”) in favor of the a Borrower or its Subsidiariesa Restricted Subsidiary. The Such ownership or Terminal Deeds grant the permit a Borrower or its Subsidiaries the right a Restricted Subsidiary to construct, operate, and maintain the Terminals in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower Borrowers or its the Restricted Subsidiaries have inspected, operated, repaired, and maintained the Terminals as reflected in the Audited Financial Statements, subject to Permitted EncumbrancesLiens permitted under Section 7.01. (c) There has been no and there is not presently any occurrence of any (i) breach or event of default on the part of either Borrower or any Restricted Subsidiary with respect to any Terminal Deed, (ii) to the knowledge of either Borrower or any Restricted Subsidiary, breach or event of default on the part of any other party to any Terminal Deed, and (iii) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of either Borrower or any Restricted Subsidiary with respect to any Terminal Deed or, to the knowledge of either Borrower or any Restricted Subsidiary, on the part of any other party thereto, in each case, to the extent any such breach or default, individually or in the aggregate, (A) materially interferes with the ordinary conduct of Business or (B) has a Material Adverse Effect. The Terminal Deeds (to the extent applicable) are in full force and effect in all material respects and are valid and enforceable against the parties thereto in accordance with their terms (subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws effecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity and the exceptions as to indefeasibility of title in accordance with applicable Law) and all rental and other payments due thereunder by either Borrower or any Restricted Subsidiary, and their predecessors in interest have been duly paid in accordance with the terms of the Terminal Deeds, except to the extent that a failure to do so, individually or in the aggregate, (x) does not materially interfere with the ordinary conduct of Business and (y) does not have a Material Adverse Effect. (d) The Terminals are located within the boundaries of the property affected by the Terminal Deeds or certificate of title, as applicable, and do not encroach upon any adjoining property, except where the failure of the Terminals to be so located, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and (ii) does not have a Material Adverse Effect. The buildings and improvements owned or leased by either Borrower or any Restricted Subsidiary, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building Law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any applicable Law, in each case, the contravention or violation of which would materially and adversely affect the use of such buildings and improvements. (e) Neither Borrower nor any Restricted Subsidiary has received any written notice that any eminent domain or expropriation proceeding or taking has been commenced with respect to all or any portion of the Terminals, and, to the knowledge of the Borrowers and the Restricted Subsidiaries, no such proceeding or taking is threatened except, in each case, for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (f) To the extent any Terminal is required to be subject to a Mortgage, no portion of any Terminal is located in an area designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), except to the extent the applicable Loan Party has obtained flood insurance in such total amount as required by Regulation H of the Federal Reserve Board, as from time to time in effect and all official rulings and interpretations thereunder or thereof, and is otherwise in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time.

Title, Etc. (a) The Borrower and each of its Subsidiaries has indefeasible have good and marketable title in fee simple to, or valid leasehold or easement interests in, all of their respective real property, and good title to all of their respective personal propertyProperty, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or as reflected in the aggregateBorrower Financial Statements and as described in the Registration Statement, (i) do not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. None none of such property Property is subject to any Lien, except for Liens permitted by Section 7.01Permitted Liens. (b) The Pipeline Systems are covered by recorded fee deeds, rights of way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rights”"rights of way") in favor of the Borrower or its SubsidiariesSubsidiaries (or their predecessors in interest) and their respective successors and assigns, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business Business, (ii) does not materially detract from the value or the use of the portion of the Pipeline Systems which are not covered and (ii) do could not reasonably be expected to have a Material Adverse Effect. The Pipeline Rights rights of way establish a contiguous and continuous right of way for the Pipeline Systems and grant the Borrower or its Subsidiaries (or their predecessors in interest) the right to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have has inspected, operated, repaired, and maintained the Pipeline Systems as reflected in the Audited Borrower Financial Statements; provided, however, (A) some of the Pipeline Rights rights of way granted to the Borrower or its Subsidiaries (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interestgrantor, (B) some of the rights of way may cross properties that are subject to Liens, covenants, conditions, and restrictions liens in favor of third parties that have not been subordinated to the Pipeline Rightsrights of way; and (C) some rights of way are subject to certain defects, limitations and restrictions; provided, further, that none of the limitations, defects, and restrictions described in clauses (A), (B) and (C) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct of Business or Business, (y) materially detract from the value or the use of the portion of the Pipeline Systems which are covered or (z) could reasonably be expected to have a Material Adverse Effect. (c) The Terminals are covered by fee deeds, real property leases, or other instruments (collectively “Terminal Deeds”"deeds") in favor of the Borrower or its SubsidiariesSubsidiaries (or their predecessors in interest) and their respective successors and assigns. The Terminal Deeds deeds grant the Borrower or its Subsidiaries (or their predecessors in interest) the right to construct, operate, and maintain the Terminals in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have has inspected, operated, repaired, and maintained the Terminals as reflected in the Audited Borrower Financial Statements. (d) There has been no and there is not presently any occurrence of any (i) breach or event of default on the part of the Borrower or any of its Subsidiaries with respect to any right of way or deed, (ii) to the knowledge of the Borrower or any of its Subsidiaries, breach or event of default on the part of any other party to any right of way or deed, and (iii) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of the Borrower or any of its Subsidiaries with respect to any right of way or deed or, to the knowledge of the Borrower or any of its Subsidiaries, on the part of any other party thereto, in each case, to the extent any such breach or default, individually or in the aggregate, (A) materially interferes with the ordinary conduct of Business, (B) materially detracts from the value or the use of the portion of the Pipeline Systems covered thereby or (C) could reasonably be expected to have a Material Adverse Effect. The rights of way and deeds (to the extent applicable) are in full force and effect in all material respects and are valid and enforceable against the parties thereto in accordance with their terms (subject to Permitted Encumbrancesthe effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws effecting creditors' rights generally and subject, as to enforceability to the effect of general principles of equity) and all rental and other payments due thereunder by the Borrower, its Subsidiaries, and their predecessors in interest have been duly paid in accordance with the terms of the deeds and rights of way (as such terms are defined in this Section 4.18) except to the extent that a failure to do so, individually or in the aggregate, (x) does not materially interfere with the ordinary conduct of Business, (y) does not materially detract from the value or the use of the portion of the Pipeline Systems covered thereby and (z) could not reasonably be expected to have a Material Adverse Effect. (e) The Pipeline Systems are located within the confines of the rights of way and do not encroach upon any adjoining property in any one or more material respects. The Terminals are located within the boundaries of the property affected by the deeds, leases or other instruments to the Borrower or its Subsidiaries and do not encroach upon any adjoining property in any one or more material respects. The buildings and improvements owned or leased by the Borrower and its Subsidiaries, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any Legal Requirement, the contravention or violation of which would materially affect the use of the property subject thereto. (f) The material Properties used or to be used in the Business or the continuing operations of the Borrower and each of its Subsidiaries are in good repair, working order, and condition, normal wear and tear excepted. Neither the Business nor the Properties of the Borrower or any of its Subsidiaries has been affected in any material and adverse manner as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of the Borrower or any of its Subsidiaries, is contemplated with respect to all or any portion of the Pipeline Systems or the Terminals except for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (h) No portion of the Pipeline Systems or the Terminals has, since the date of this Agreement, suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored. No portion of the Terminals is located in a special flood hazard area as designated by any Governmental Authority.

Title, Etc. (a) The Borrower and each of its Restricted Subsidiaries has indefeasible title in fee simple to, or valid leasehold or easement interests in, all of their respective real property, and good title to all of their respective personal property, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. None of such property is subject to any Lien, except for Liens permitted by Section 7.01. (b) The Pipeline Systems are covered by recorded fee deeds, rights of way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rights”) in favor of the Borrower or its Restricted Subsidiaries, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. The Pipeline Rights establish a contiguous and continuous right of way for the Pipeline Systems and grant the Borrower or its Restricted Subsidiaries the right to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Restricted Subsidiaries have inspected, operated, repaired, and maintained the Pipeline Systems as reflected in the Audited Financial Statements; provided, however, (A) some of the Pipeline Rights granted to the Borrower or its Restricted Subsidiaries by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interest, (B) some of the rights of way may cross properties that are subject to Liens, covenants, conditions, and restrictions in favor of third parties that have not been subordinated to the Pipeline Rights; and (C) some rights of way are subject to certain defects, limitations and restrictions; provided, further, that none of the limitations, defects, and restrictions described in clauses (A), (B) and (C) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct of Business or (y) have a Material Adverse Effect. (c) The Terminals are covered by fee deeds, real property leases, or other instruments (collectively “Terminal Deeds”) in favor of the Borrower or its Restricted Subsidiaries. The Terminal Deeds grant the Borrower or its Restricted Subsidiaries the right to construct, operate, and maintain the Terminals in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Restricted Subsidiaries have inspected, operated, repaired, and maintained the Terminals as reflected in the Audited Financial Statements, subject to Permitted Encumbrances. (d) There has been no and there is not presently any occurrence of any (i) breach or event of default on the part of the Borrower or any of its Restricted Subsidiaries with respect to any Pipeline Right or Terminal Deed, (ii) to the knowledge of the Borrower or any of its Restricted Subsidiaries, breach or event of default on the part of any other party to any Pipeline Right or Terminal Deed, and (iii) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of the Borrower or any of its Restricted Subsidiaries with respect to any Pipeline Right or Terminal Deed or, to the knowledge of the Borrower or any of its Restricted Subsidiaries, on the part of any other party thereto, in each case, to the extent any such breach or default, individually or in the aggregate, (A) materially interferes with the ordinary conduct of Business or (B) has a Material Adverse Effect. The Pipeline Rights and Terminal Deeds (to the extent applicable) are in full force and effect in all material respects and are valid and enforceable against the parties thereto in accordance with their terms (subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws effecting creditors’ rights generally and subject, as to enforceability to the effect of general principles of equity) and all rental and other payments due thereunder by the Borrower and its Restricted Subsidiaries have been duly paid in accordance with the terms of the Pipeline Rights and Terminal Deeds, except to the extent that a failure to do so, individually or in the aggregate, (x) does not materially interfere with the ordinary conduct of Business and (y) does not have a Material Adverse Effect. (e) The Pipeline Systems are located within the confines of the land covered by the Pipeline Rights and do not encroach upon any adjoining property, except where the failure of any portion of any of the Pipeline Systems to be so located, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and (ii) does not have a Material Adverse Effect. The Terminals are located within the boundaries of the property affected by the Terminal Deeds and do not encroach upon any adjoining property, except where the failure of the Terminal Deeds to be so located, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and (ii) does not have a Material Adverse Effect. The buildings and improvements owned or leased by the Borrower and its Restricted Subsidiaries, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any applicable Law, the contravention or violation of which would materially affect the use of such buildings and improvements. (f) Neither the Borrower nor any of its Restricted Subsidiaries has received any written notice that any eminent domain proceeding or taking has been commenced with respect to all or any portion of the Pipeline Systems or the Terminals, and, to the knowledge of the Borrower and its Restricted Subsidiaries, no such proceeding or taking is contemplated except for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (g) No material portion of the Pipeline Systems or the Terminals has, since the Closing Date, suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored. No portion of the Terminals is located in a special flood hazard area as designated by any Governmental Authority, except to the extent flood insurance is in force with respect to such portion, to the extent required by Applicable Law.

Title, Etc. (a) The Each Borrower and each of its the Restricted Subsidiaries has indefeasible good and marketable title in fee simple to, or valid leasehold or easement interests in, all of their respective real property, property and good title to all of their respective personal propertyassets, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. None of such property is subject to any Lien, except for Liens permitted by Section 7.01. (b) The Pipeline Systems Terminals are owned in fee simple or are covered by recorded fee deeds, rights of way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rights”) in favor of the Borrower or its Subsidiaries, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. The Pipeline Rights establish a contiguous and continuous right of way for the Pipeline Systems and grant the Borrower or its Subsidiaries the right to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have inspected, operated, repaired, and maintained the Pipeline Systems as reflected in the Audited Financial Statements; provided, however, (A) some of the Pipeline Rights granted to the Borrower or its Subsidiaries by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interest, (B) some of the rights of way may cross properties that are subject to Liens, covenants, conditions, and restrictions in favor of third parties that have not been subordinated to the Pipeline Rights; and (C) some rights of way are subject to certain defects, limitations and restrictions; provided, further, that none of the limitations, defects, and restrictions described in clauses (A), (B) and (C) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct of Business or (y) have a Material Adverse Effect. (c) The Terminals are covered by fee deeds, real property leases, or other instruments (collectively “Terminal Deeds”) in favor of the a Borrower or its Subsidiariesa Restricted Subsidiary. The Such ownership or Terminal Deeds grant the permit a Borrower or its Subsidiaries the right a Restricted Subsidiary to construct, operate, and maintain the Terminals in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower Borrowers or its the Restricted Subsidiaries have inspected, operated, repaired, and maintained the Terminals as reflected in the Audited Financial Statements, subject to Permitted EncumbrancesLiens permitted under Section 7.01. (c) There has been no and there is not presently any occurrence of any (i) breach or event of default on the part of either Borrower or any Restricted Subsidiary with respect to any Terminal Deed, (ii) to the knowledge of either Borrower or any Restricted Subsidiary, breach or event of default on the part of any other party to any Terminal Deed, and (iii) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of either Borrower or any Restricted Subsidiary with respect to any Terminal Deed or, to the knowledge of either Borrower or any Restricted Subsidiary, on the part of any other party thereto, in each case, to the extent any such breach or default, individually or in the aggregate, (A) materially interferes with the ordinary conduct of Business or (B) has a Material Adverse Effect. The Terminal Deeds (to the extent applicable) are in full force and effect in all material respects and are valid and enforceable against the parties thereto in accordance with their terms (subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity and the exceptions as to indefeasibility of title in accordance with applicable Law) and all rental and other payments due thereunder by either Borrower or any Restricted Subsidiary, and their predecessors in interest have been duly paid in accordance with the terms of the Terminal Deeds, except to the extent that a failure to do so, individually or in the aggregate, (x) does not materially interfere with the ordinary conduct of Business and (y) does not have a Material Adverse Effect. (d) The Terminals are located within the boundaries of the property affected by the Terminal Deeds or certificate of title, as applicable, and do not encroach upon any adjoining property, except where the failure of the Terminals to be so located, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and (ii) does not have a Material Adverse Effect. The buildings and improvements owned or leased by either Borrower or any Restricted Subsidiary, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building Law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any applicable Law, in each case, the contravention or violation of which would materially and adversely affect the use of such buildings and improvements. (e) Neither Borrower nor any Restricted Subsidiary has received any written notice that any eminent domain or expropriation proceeding or taking has been commenced with respect to all or any portion of the Terminals, and, to the knowledge of the Borrowers and the Restricted Subsidiaries, no such proceeding or taking is threatened except, in each case, for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (f) To the extent any Terminal or any other Material Real Property is required to be subject to a Mortgage, (i) no portion of any such Terminal or other Material Real Property is located in an area designated a “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), except to the extent (A) the applicable Loan Party has obtained flood insurance in such total amount reasonably satisfactory to the Administrative Agent and as required by Regulation H of the Federal Reserve Board, as from time to time in effect and all official rulings and interpretations thereunder or thereof or (B) the Mortgage encumbering such Terminals or other Material Real Property contains Exclusionary Flood Language, as elected by the Administrative Agent (after consultation with the US Borrower) pursuant to Section 6.11(a)(vi)(A)(1), and (ii) such Terminals and other Material Real Property and the applicable Mortgages are otherwise in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time, and such other Flood Insurance Laws. (g) As of the Amendment No. 1 Effective Date, all Material Real Property is described on Schedule 5.08.

Title, Etc. (a) The Borrower and each of its Subsidiaries has indefeasible title and each Holdco Entity have good and marketable title, in fee simple toall material respects, or valid leasehold or easement interests in, in all of their respective real property, and good title to all of their respective personal propertyProperty, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or as reflected in the aggregateFinancial Statements, (i) do not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. None none of such property Property is subject to any Lien, except for Liens permitted by Section 7.01Permitted Liens. (b) The Pipeline Systems are covered by recorded fee deeds, rights of way, easements, leases, subleases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rightsrights of way”) in favor of the Borrower or its SubsidiariesSubsidiaries (or their predecessors in interest) and their respective successors and assigns, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and Business, (ii) do does not materially detract from the value or the use of the portion of the Pipeline Systems which are not covered and (iii) could not reasonably be expected to have a Material Adverse Effect. The Pipeline Rights rights of way establish a contiguous and continuous right of way for the Pipeline Systems and grant the Borrower or its Subsidiaries (or their predecessors in interest) the right to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land 3rd Amended/Restated Credit Agreement covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have has inspected, operated, repaired, and maintained the Pipeline Systems as reflected in the Audited Financial Statements; provided, however, (A) some of the Pipeline Rights rights of way granted to the Borrower or its Subsidiaries (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interestgrantor, (B) some of the rights of way may cross properties that are subject to Liens, covenants, conditions, and restrictions liens in favor of third parties that have not been subordinated to the Pipeline Rightsrights of way; and (C) some rights of way are subject to certain defects, limitations and restrictions; provided, further, that none of the limitations, defects, and restrictions described in clauses (A), (B) and (C) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct of Business or Business, (y) materially detract from the value or the use of the portion of the Pipeline Systems which are covered or (z) could reasonably be expected to have a Material Adverse Effect. (c) The Terminals are covered by fee deeds, real property leases, or other instruments (collectively “Terminal Deedsdeeds”) in favor of the Borrower or its SubsidiariesSubsidiaries (or their predecessors in interest) and their respective successors and assigns. The Terminal Deeds deeds grant the Borrower or its Subsidiaries (or their predecessors in interest) the right to construct, operate, and maintain the Terminals in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have has inspected, operated, repaired, and maintained the Terminals as reflected in the Audited Financial Statements. (d) There has been no and there is not presently any occurrence of any (i) breach or event of default on the part of the Borrower or any of its Subsidiaries with respect to any right of way or deed, (ii) to the knowledge of the Borrower or any of its Subsidiaries, breach or event of default on the part of any other party to any right of way or deed, or (iii) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of the Borrower or any of its Subsidiaries with respect to any right of way or deed or, to the knowledge of the Borrower or any of its Subsidiaries, on the part of any other party thereto, in each case, to the extent any such breach or default, individually or in the aggregate, (A) materially interferes with the ordinary conduct of Business, (B) materially detracts from the value or the use of the portion of the Pipeline Systems covered thereby or (C) could reasonably be expected to have a Material Adverse Effect. The rights of way and deeds (to the extent applicable) are in full force and effect in all material respects and are valid and enforceable against the parties thereto in accordance with their terms (subject to Permitted Encumbrancesthe effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws effecting creditors’ rights generally and subject, as to enforceability to the effect of general principles of equity) and all rental and other payments due thereunder by the Borrower, its Subsidiaries, and their predecessors in interest have been duly paid in accordance with the terms of the deeds and rights of way (as such terms are defined in this Section 4.17) except to the extent that a failure to do so, individually or in the aggregate, (x) does not materially interfere with the ordinary conduct of Business, (y) does not materially detract from the value or the use of the portion of the Pipeline Systems covered thereby and (z) could not reasonably be expected to have a Material Adverse Effect. (e) The Pipeline Systems are located within the confines of the rights of way and do not encroach upon any adjoining property in any one or more material respects. The Terminals are located within the boundaries of the property affected by the deeds, leases or other instruments to the Borrower or its Subsidiaries and do not encroach upon any adjoining property in any one or more material respects. The buildings and improvements owned or leased by the Borrower and its Subsidiaries, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any Legal Requirement, the contravention or violation of which would materially affect the use of the property subject thereto. 3rd Amended/Restated Credit Agreement (f) The material Properties used or to be used in the Business or the continuing operations of the Borrower and each of its Subsidiaries are in good repair, working order, and condition, normal wear and tear excepted. Neither the Business nor the Properties of the Borrower or any of its Subsidiaries has been affected in any material and adverse manner as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of the Borrower or any of its Subsidiaries, is contemplated with respect to all or any portion of the Pipeline Systems or the Terminals except for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (h) No portion of the Pipeline Systems or the Terminals has, since the date of this Agreement, suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored.

Title, Etc. (a) The Each Borrower and each of its the Restricted Subsidiaries has indefeasible good and marketable title in fee simple to, or valid leasehold or easement interests in, all of their respective real property, property and good title to all of their respective personal propertyassets, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. None of such property is subject to any Lien, except for Liens permitted by Section 7.01. (b) The Pipeline Systems Terminals are owned in fee simple or are covered by recorded fee deeds, rights of way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rights”) in favor of the Borrower or its Subsidiaries, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. The Pipeline Rights establish a contiguous and continuous right of way for the Pipeline Systems and grant the Borrower or its Subsidiaries the right to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have inspected, operated, repaired, and maintained the Pipeline Systems as reflected in the Audited Financial Statements; provided, however, (A) some of the Pipeline Rights granted to the Borrower or its Subsidiaries by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interest, (B) some of the rights of way may cross properties that are subject to Liens, covenants, conditions, and restrictions in favor of third parties that have not been subordinated to the Pipeline Rights; and (C) some rights of way are subject to certain defects, limitations and restrictions; provided, further, that none of the limitations, defects, and restrictions described in clauses (A), (B) and (C) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct of Business or (y) have a Material Adverse Effect. (c) The Terminals are covered by fee deeds, real property leases, or other instruments (collectively “Terminal Deeds”) in favor of the a Borrower or its Subsidiariesa Restricted Subsidiary. The Such ownership or Terminal Deeds grant the permit a Borrower or its Subsidiaries the right a Restricted Subsidiary to construct, operate, and maintain the Terminals in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower Borrowers or its the Restricted Subsidiaries have inspected, operated, repaired, and maintained the Terminals as reflected in the Audited Financial Statements, subject to Permitted EncumbrancesLiens permitted under Section 7.01. (c) There has been no and there is not presently any occurrence of any (i) breach or event of default on the part of either Borrower or any Restricted Subsidiary with respect to any Terminal Deed, (ii) to the knowledge of either Borrower or any Restricted Subsidiary, breach or event of default on the part of any other party to any Terminal Deed, and (iii) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of either Borrower or any Restricted Subsidiary with respect to any Terminal Deed or, to the knowledge of either Borrower or any Restricted Subsidiary, on the part of any other party thereto, in each case, to the extent any such breach or default, individually or in the aggregate, (A) materially interferes with the ordinary conduct of Business or (B) has a Material Adverse Effect. The Terminal Deeds (to the extent applicable) are in full force and effect in all material respects and are valid and enforceable against the parties thereto in accordance with their terms (subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity and the exceptions as to indefeasibility of title in accordance with applicable Law) and all rental and other payments due thereunder by either Borrower or any Restricted Subsidiary, and their predecessors in interest have been duly paid in accordance with the terms of the Terminal Deeds, except to the extent that a failure to do so, individually or in the aggregate, (x) does not materially interfere with the ordinary conduct of Business and (y) does not have a Material Adverse Effect. (d) The Terminals are located within the boundaries of the property affected by the Terminal Deeds or certificate of title, as applicable, and do not encroach upon any adjoining property, except where the failure of the Terminals to be so located, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and (ii) does not have a Material Adverse Effect. The buildings and improvements owned or leased by either Borrower or any Restricted Subsidiary, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building Law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any applicable Law, in each case, the contravention or violation of which would materially and adversely affect the use of such buildings and improvements. (e) Neither Borrower nor any Restricted Subsidiary has received any written notice that any eminent domain or expropriation proceeding or taking has been commenced with respect to all or any portion of the Terminals, and, to the knowledge of the Borrowers and the Restricted Subsidiaries, no such proceeding or taking is threatened except, in each case, for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (f) To the extent any Terminal or any other Material Real Property is required to be subject to a Mortgage, (i) no portion of any such Terminal or other Material Real Property is located in an area designated a “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), except to the extent (A) the applicable Loan Party has obtained flood insurance in such total amount reasonably satisfactory to the Administrative Agent and as required by Regulation H of the FRB, as from time to time in effect and all official rulings and interpretations thereunder or thereof or (B) the Mortgage encumbering such Terminals or other Material Real Property contains Exclusionary Flood Language, as elected by the Administrative Agent (after consultation with the US Borrower) pursuant to Section 6.11(a)(vi)(A)(1), and (ii) such Terminals and other Material Real Property and the applicable Mortgages are otherwise in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time, and such other Flood Insurance Laws. (g) As of the Amendment No. 15 Effective Date, all Material Real Property is described on Schedule 5.08.

Title, Etc. (a) The Borrower and each of its Subsidiaries has indefeasible title and each Holdco Entity have good and marketable title, in fee simple toall material respects, or valid leasehold or easement interests in, in all of their respective real property, and good title to all of their respective personal propertyProperty, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or as reflected in the aggregateFinancial Statements, (i) do not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. None none of such property Property is subject to any Lien, except for Liens permitted by Section 7.01Permitted Liens. (b) The Pipeline Systems are covered by recorded fee deeds, rights of way, easements, leases, subleases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rightsrights of way”) in favor of the Borrower or its SubsidiariesSubsidiaries (or their predecessors in interest) and their respective successors and assigns, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and Business, (ii) do does not materially detract from the value or the use of the portion of the Pipeline Systems which are not covered and (iii) could not reasonably be expected to have a Material Adverse Effect. The Pipeline Rights rights of way establish a contiguous and continuous right of way for the Pipeline Systems and grant the Borrower or its Subsidiaries (or their predecessors in interest) the right to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have has inspected, operated, repaired, and maintained the Pipeline Systems as reflected in the Audited Financial Statements; provided, however, (A) some of the Pipeline Rights rights of way granted to the Borrower or its Subsidiaries (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interestgrantor, (B) some of the rights of way may cross properties that are subject to Liens, covenants, conditions, and restrictions liens in favor of third parties that have not been subordinated to the Pipeline Rightsrights of way; and (C) some rights of way are subject to certain defects, limitations and restrictions; provided, further, that none of the limitations, defects, and restrictions described in clauses (A), (B) and (C) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct of Business or Business, (y) materially detract from the value or the use of the portion of the Pipeline Systems which are covered or (z) could reasonably be expected to have a Material Adverse Effect. (c) The Terminals are covered by fee deeds, real property leases, or other instruments (collectively “Terminal Deedsdeeds”) in favor of the Borrower or its SubsidiariesSubsidiaries (or their predecessors in interest) and their respective successors and assigns. The Terminal Deeds deeds grant the Borrower or its Subsidiaries (or their predecessors in interest) the right to construct, operate, and maintain the Terminals in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have has inspected, operated, repaired, and maintained the Terminals as reflected in the Audited Financial Statements. 3rd Amended/Restated Credit Agreement (d) There has been no and there is not presently any occurrence of any (i) breach or event of default on the part of the Borrower or any of its Subsidiaries with respect to any right of way or deed, (ii) to the knowledge of the Borrower or any of its Subsidiaries, breach or event of default on the part of any other party to any right of way or deed, or (iii) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of the Borrower or any of its Subsidiaries with respect to any right of way or deed or, to the knowledge of the Borrower or any of its Subsidiaries, on the part of any other party thereto, in each case, to the extent any such breach or default, individually or in the aggregate, (A) materially interferes with the ordinary conduct of Business, (B) materially detracts from the value or the use of the portion of the Pipeline Systems covered thereby or (C) could reasonably be expected to have a Material Adverse Effect. The rights of way and deeds (to the extent applicable) are in full force and effect in all material respects and are valid and enforceable against the parties thereto in accordance with their terms (subject to Permitted Encumbrancesthe effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws effecting creditors’ rights generally and subject, as to enforceability to the effect of general principles of equity) and all rental and other payments due thereunder by the Borrower, its Subsidiaries, and their predecessors in interest have been duly paid in accordance with the terms of the deeds and rights of way (as such terms are defined in this Section 4.17) except to the extent that a failure to do so, individually or in the aggregate, (x) does not materially interfere with the ordinary conduct of Business, (y) does not materially detract from the value or the use of the portion of the Pipeline Systems covered thereby and (z) could not reasonably be expected to have a Material Adverse Effect. (e) The Pipeline Systems are located within the confines of the rights of way and do not encroach upon any adjoining property in any one or more material respects. The Terminals are located within the boundaries of the property affected by the deeds, leases or other instruments to the Borrower or its Subsidiaries and do not encroach upon any adjoining property in any one or more material respects. The buildings and improvements owned or leased by the Borrower and its Subsidiaries, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any Legal Requirement, the contravention or violation of which would materially affect the use of the property subject thereto. (f) The material Properties used or to be used in the Business or the continuing operations of the Borrower and each of its Subsidiaries are in good repair, working order, and condition, normal wear and tear excepted. Neither the Business nor the Properties of the Borrower or any of its Subsidiaries has been affected in any material and adverse manner as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of the Borrower or any of its Subsidiaries, is contemplated with respect to all or any portion of the Pipeline Systems or the Terminals except for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (h) No portion of the Pipeline Systems or the Terminals has, since the date of this Agreement, suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored. 3rd Amended/Restated Credit Agreement

Title, Etc. (a) The Each Borrower and each of its the Restricted Subsidiaries has indefeasible good and marketable title in fee simple to, or valid leasehold or easement interests in, all of their respective real property, property and good title to all of their respective personal propertyassets, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. None of such property is subject to any Lien, except for Liens permitted by Section 7.01. (b) The Pipeline Systems Terminals are owned in fee simple or are covered by recorded fee deeds, rights of way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rights”) in favor of the Borrower or its Subsidiaries, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. The Pipeline Rights establish a contiguous and continuous right of way for the Pipeline Systems and grant the Borrower or its Subsidiaries the right to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have inspected, operated, repaired, and maintained the Pipeline Systems as reflected in the Audited Financial Statements; provided, however, (A) some of the Pipeline Rights granted to the Borrower or its Subsidiaries by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interest, (B) some of the rights of way may cross properties that are subject to Liens, covenants, conditions, and restrictions in favor of third parties that have not been subordinated to the Pipeline Rights; and (C) some rights of way are subject to certain defects, limitations and restrictions; provided, further, that none of the limitations, defects, and restrictions described in clauses (A), (B) and (C) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct of Business or (y) have a Material Adverse Effect. (c) The Terminals are covered by fee deeds, real property leases, or other instruments (collectively “Terminal Deeds”) in favor of the a Borrower or its Subsidiariesa Restricted Subsidiary. The Such ownership or Terminal Deeds grant the permit a Borrower or its Subsidiaries the right a Restricted Subsidiary to construct, operate, and maintain the Terminals in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower Borrowers or its the Restricted Subsidiaries have inspected, operated, repaired, and maintained the Terminals as reflected in the Audited Financial Statements, subject to Permitted Real Property Encumbrances. (c) There has been no and there is not presently any occurrence of any (i) breach or event of default on the part of either Borrower or any Restricted Subsidiary with respect to any Terminal Deed, (ii) to the knowledge of either Borrower or any Restricted Subsidiary, breach or event of default on the part of any other party to any Terminal Deed, and (iii) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of either Borrower or any Restricted Subsidiary with respect to any Terminal Deed or, to the knowledge of either Borrower or any Restricted Subsidiary, on the part of any other party thereto, in each case, to the extent any such breach or default, individually or in the aggregate, (A) materially interferes with the ordinary conduct of Business or (B) has a Material Adverse Effect. The Terminal Deeds (to the extent applicable) are in full force and effect in all material respects and are valid and enforceable against the parties thereto in accordance with their terms (subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws effecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity and the exceptions as to indefeasibility of title in accordance with applicable law) and all rental and other payments due thereunder by either Borrower or any Restricted Subsidiary, and their predecessors in interest have been duly paid in accordance with the terms of the Terminal Deeds, except to the extent that a failure to do so, individually or in the aggregate, (x) does not materially interfere with the ordinary conduct of Business and (y) does not have a Material Adverse Effect. (d) The Terminals are located within the boundaries of the property affected by the Terminal Deeds or certificate of title, as applicable, and do not encroach upon any adjoining property, except where the failure of the Terminals to be so located, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and (ii) does not have a Material Adverse Effect. The buildings and improvements owned or leased by either Borrower or any Restricted Subsidiary, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any applicable Law, in each case, the contravention or violation of which would materially and adversely affect the use of such buildings and improvements. (e) Neither Borrower nor any Restricted Subsidiary has received any written notice that any eminent domain or expropriation proceeding or taking has been commenced with respect to all or any portion of the Terminals, and, to the knowledge of the Borrowers and the Restricted Subsidiaries, no such proceeding or taking is threatened except, in each case, for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (f) To the extent any Terminal is required to be subject to a Mortgage, no portion of any Terminal is located in an area designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), except to the extent the applicable Loan Party has obtained flood insurance in such total amount as required by Regulation H of the Federal Reserve Board, as from time to time in effect and all official rulings and interpretations thereunder or thereof, and is otherwise in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time.

Title, Etc. (a) The Borrower and each of its Subsidiaries has indefeasible title and each Holdco Entity have good and marketable title, in fee simple toall material respects, or valid leasehold or easement interests in, in all of their respective real property, and good title to all of their respective personal propertyProperty, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or as reflected in the aggregateFinancial Statements, (i) do not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. None none of such property Property is subject to any Lien, except for Liens permitted by Section 7.01Permitted Liens. (b) The Pipeline Systems are covered by recorded fee deeds, rights of way, easements, leases, subleases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rightsrights of way”) in favor of the Borrower or its SubsidiariesSubsidiaries (or their predecessors in interest) and their respective successors and assigns, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and Business, (ii) do does not materially detract from the value or the use of the portion of the Pipeline Systems which are not covered and (iii) could not reasonably be expected to have a Material Adverse Effect. The Pipeline Rights rights of way establish a contiguous and continuous right of way for the Pipeline Systems and grant the Borrower or its Subsidiaries (or their predecessors in interest) the right to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have has inspected, operated, repaired, and maintained the Pipeline Systems as reflected in the Audited Financial Statements; provided, however, (A) some of the Pipeline Rights rights of way granted to the Borrower or its Subsidiaries (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interestgrantor, (B) some of the rights of way may cross properties that are subject to Liens, covenants, conditions, and restrictions liens in favor of third parties that have not been subordinated to the Pipeline Rightsrights of way; and (C) some rights of way are subject to certain defects, limitations and restrictions; provided, further, that none of the limitations, defects, and restrictions described in clauses (A), (B) and (C) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct of Business or Business, (y) materially detract from the value or the use of the portion of the Pipeline Systems which are covered or (z) could reasonably be expected to have a Material Adverse Effect. (c) The Terminals are covered by fee deeds, real property leases, or other instruments (collectively “Terminal Deedsdeeds”) in favor of the Borrower or its SubsidiariesSubsidiaries (or their predecessors in interest) and their respective successors and assigns. The Terminal Deeds deeds grant the Borrower or its Subsidiaries (or their predecessors in interest) the right to construct, operate, and maintain the Terminals in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have has inspected, operated, repaired, and maintained the Terminals as reflected in the Audited Financial Statements. (d) There has been no and there is not presently any occurrence of any (i) breach or event of default on the part of the Borrower or any of its Subsidiaries with respect to any right of way or deed, (ii) to the knowledge of the Borrower or any of its Subsidiaries, breach or event of default on the part of any other party to any right of way or deed, or (iii) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of the Borrower or any of its Subsidiaries with respect to any right of way or deed or, to the knowledge of the Borrower or any of its Subsidiaries, on the part of any other party thereto, in each case, to the extent any such breach or default, individually or in the aggregate, (A) materially interferes with the ordinary conduct of Business, (B) materially detracts from the value or the use of the portion of the Pipeline Systems covered thereby or (C) could reasonably be expected to have a Material Adverse Effect. The rights of way and deeds (to the extent applicable) are in full force and effect in all material respects and are valid and enforceable against the parties thereto in accordance with their terms (subject to Permitted Encumbrancesthe effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws effecting creditors’ rights generally and subject, as to enforceability to the effect of general principles of equity) and all rental and other payments due thereunder by the Borrower, its Subsidiaries, and their predecessors in interest have been duly paid in accordance with the terms of the deeds and rights of way (as such terms are defined in this Section 4.17) except to the extent that a failure to do so, individually or in the aggregate, (x) does not materially interfere with the ordinary conduct of Business, (y) does not materially detract from the value or the use of the portion of the Pipeline Systems covered thereby and (z) could not reasonably be expected to have a Material Adverse Effect. (e) The Pipeline Systems are located within the confines of the rights of way and do not encroach upon any adjoining property in any one or more material respects. The Terminals are located within the boundaries of the property affected by the deeds, leases or other instruments to the Borrower or its Subsidiaries and do not encroach upon any adjoining property in any one or more material respects. The buildings and improvements owned or leased by the Borrower and its Subsidiaries, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any Legal Requirement, the contravention or violation of which would materially affect the use of the property subject thereto. (f) The material Properties used or to be used in the Business or the continuing operations of the Borrower and each of its Subsidiaries are in good repair, working order, and condition, normal wear and tear excepted. Neither the Business nor the Properties of the Borrower or any of its Subsidiaries has been affected in any material and adverse manner as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of the Borrower or any of its Subsidiaries, is contemplated with respect to all or any portion of the Pipeline Systems or the Terminals except for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (h) No portion of the Pipeline Systems or the Terminals has, since the date of this Agreement, suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored.

Title, Etc. (a) The Each Borrower and each of its the Restricted Subsidiaries has indefeasible good and marketable title in fee simple to, or valid leasehold or easement interests in, all of their respective real property, property and good title to all of their respective personal propertyassets, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. None of such property is subject to any Lien, except for Liens permitted by Section 7.01. (b) The Pipeline Systems Terminals are owned in fee simple or are covered by recorded fee deeds, rights of way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rights”) in favor of the Borrower or its Subsidiaries, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. The Pipeline Rights establish a contiguous and continuous right of way for the Pipeline Systems and grant the Borrower or its Subsidiaries the right to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have inspected, operated, repaired, and maintained the Pipeline Systems as reflected in the Audited Financial Statements; provided, however, (A) some of the Pipeline Rights granted to the Borrower or its Subsidiaries by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interest, (B) some of the rights of way may cross properties that are subject to Liens, covenants, conditions, and restrictions in favor of third parties that have not been subordinated to the Pipeline Rights; and (C) some rights of way are subject to certain defects, limitations and restrictions; provided, further, that none of the limitations, defects, and restrictions described in clauses (A), (B) and (C) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct of Business or (y) have a Material Adverse Effect. (c) The Terminals are covered by fee deeds, real property leases, or other instruments (collectively “Terminal Deeds”) in favor of the a Borrower or its Subsidiariesa Restricted Subsidiary. The Such ownership or Terminal Deeds grant the permit a Borrower or its Subsidiaries the right a Restricted Subsidiary to construct, operate, and maintain the Terminals in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower Borrowers or its the Restricted Subsidiaries have inspected, operated, repaired, and maintained the Terminals as reflected in the Audited Financial Statements, subject to Permitted EncumbrancesLiens permitted under Section 7.01. (c) There has been no and there is not presently any occurrence of any (i) breach or event of default on the part of either Borrower or any Restricted Subsidiary with respect to any Terminal Deed, (ii) to the knowledge of either Borrower or any Restricted Subsidiary, breach or event of default on the part of any other party to any Terminal Deed, and (iii) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of either Borrower or any Restricted Subsidiary with respect to any Terminal Deed or, to the knowledge of either Borrower or any Restricted Subsidiary, on the part of any other party thereto, in each case, to the extent any such breach or default, individually or in the aggregate, (A) materially interferes with the ordinary conduct of Business or (B) has a Material Adverse Effect. The Terminal Deeds (to the extent applicable) are in full force and effect in all material respects and are valid and enforceable against the parties thereto in accordance with their terms (subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity and the exceptions as to indefeasibility of title in accordance with applicable Law) and all rental and other payments due thereunder by either Borrower or any Restricted Subsidiary, and their predecessors in interest have been duly paid in accordance with the terms of the Terminal Deeds, except to the extent that a failure to do so, individually or in the aggregate, (x) does not materially interfere with the ordinary conduct of Business and (y) does not have a Material Adverse Effect. (d) The Terminals are located within the boundaries of the property affected by the Terminal Deeds or certificate of title, as applicable, and do not encroach upon any adjoining property, except where the failure of the Terminals to be so located, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and (ii) does not have a Material Adverse Effect. The buildings and improvements owned or leased by either Borrower or any Restricted Subsidiary, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building Law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any applicable Law, in each case, the contravention or violation of which would materially and adversely affect the use of such buildings and improvements. (e) Neither Borrower nor any Restricted Subsidiary has received any written notice that any eminent domain or expropriation proceeding or taking has been commenced with respect to all or any portion of the Terminals, and, to the knowledge of the Borrowers and the Restricted Subsidiaries, no such proceeding or taking is threatened except, in each case, for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (f) To the extent any Terminal or any other Material Real Property is required to be subject to a Mortgage, (i) no portion of any such Terminal or other Material Real Property is located in an area designated a “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), except to the extent (A) the applicable Loan Party has obtained flood insurance in such total amount reasonably satisfactory to the Administrative Agent and as required by Regulation H of the FRB, as from time to time in effect and all official rulings and interpretations thereunder or thereof or (B) the Mortgage encumbering such Terminals or other Material Real Property contains Exclusionary Flood Language, as elected by the Administrative Agent (after consultation with the US Borrower) pursuant to Section 6.11(a)(vi)(A)(1), and (ii) such Terminals and other Material Real Property and the applicable Mortgages are otherwise in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time, and such other Flood Insurance Laws. (g) As of the Amendment No. 1 Effective Date, all Material Real Property is described on Schedule 5.08.

Title, Etc. (a) The Borrower and each of its Subsidiaries has indefeasible title have good and marketable title, in fee simple toall material respects, or valid leasehold or easement interests in, in all of their respective real property, and good title to all of their respective personal propertyProperty, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or as reflected in the aggregateFinancial Statements, (i) do not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. None none of such property Property is subject to any Lien, except for Liens permitted by Section 7.01Permitted Liens. (b) The Pipeline Systems are covered by recorded fee deeds, rights of way, easements, leases, subleases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rightsrights of way”) in favor of the Borrower or its SubsidiariesSubsidiaries (or their predecessors in interest) and their respective successors and assigns, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business Business, (ii) does not materially detract from the value or the use of the portion of the Pipeline Systems which are not covered and (ii) do could not reasonably be expected to have a Material Adverse Effect. The Pipeline Rights rights of way establish a contiguous and continuous right of way for the Pipeline Systems and grant the Borrower or its Subsidiaries (or their predecessors in interest) the right to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have has inspected, operated, repaired, and maintained the Pipeline Systems as reflected in the Audited Financial Statements; provided, however, (A) some of the Pipeline Rights rights of way granted to the Borrower or its Subsidiaries (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interestgrantor, (B) some of the rights of way may cross properties that are subject to Liens, covenants, conditions, and restrictions liens in favor of third parties that have not been subordinated to the Pipeline Rightsrights of way; and (C) some rights of way are subject to certain defects, limitations and restrictions; provided, further, that none of the limitations, defects, and restrictions described in clauses (A), (B) and (C) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct of Business or Business, (y) materially detract from the value or the use of the portion of the Pipeline Systems which are covered or (z) could reasonably be expected to have a Material Adverse Effect. (c) The Terminals are covered by fee deeds, real property leases, or other instruments (collectively “Terminal Deedsdeeds”) in favor of the Borrower or its SubsidiariesSubsidiaries (or their predecessors in interest) and their respective successors and assigns. The Terminal Deeds deeds grant the Borrower or its Subsidiaries (or their predecessors in interest) the right to construct, operate, and maintain the Terminals in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have has inspected, operated, repaired, and maintained the Terminals as reflected in the Audited Financial Statements. (d) There has been no and there is not presently any occurrence of any (i) breach or event of default on the part of the Borrower or any of its Subsidiaries with respect to any right of way or deed, (ii) to the knowledge of the Borrower or any of its Subsidiaries, breach or event of default on the part of any other party to any right of way or deed, or (iii) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of the Borrower or any of its Subsidiaries with respect to any right of way or deed or, to the knowledge of the Borrower or any of its Subsidiaries, on the part of any other party thereto, in each case, to the extent any such breach or default, individually or in the aggregate, (A) materially interferes with the ordinary conduct of Business, (B) materially detracts from the value or the use of the portion of the Pipeline Systems covered thereby or (C) could reasonably be expected to have a Material Adverse Effect. The rights of way and deeds (to the extent applicable) are in full force and effect in all material respects and are valid and enforceable against the parties thereto in accordance with their terms (subject to Permitted Encumbrancesthe effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws effecting creditors’ rights generally and subject, as to enforceability to the effect of general principles of equity) and all rental and other payments due thereunder by the Borrower, its Subsidiaries, and their predecessors in interest have been duly paid in accordance with the terms of the deeds and rights of way (as such terms are defined in this Section 4.17) except to the extent that a failure to do so, individually or in the aggregate, (x) does not materially interfere with the ordinary conduct of Business, (y) does not materially detract from the value or the use of the portion of the Pipeline Systems covered thereby and (z) could not reasonably be expected to have a Material Adverse Effect. (e) The Pipeline Systems are located within the confines of the rights of way and do not encroach upon any adjoining property in any one or more material respects. The Terminals are located within the boundaries of the property affected by the deeds, leases or other instruments to the Borrower or its Subsidiaries and do not encroach upon any adjoining property in any one or more material respects. The buildings and improvements owned or leased by the Borrower and its Subsidiaries, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any Legal Requirement, the contravention or violation of which would materially affect the use of the property subject thereto. (f) The material Properties used or to be used in the Business or the continuing operations of the Borrower and each of its Subsidiaries are in good repair, working order, and condition, normal wear and tear excepted. Neither the Business nor the Properties of the Borrower or any of its Subsidiaries has been affected in any material and adverse manner as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of the Borrower or any of its Subsidiaries, is contemplated with respect to all or any portion of the Pipeline Systems or the Terminals except for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (h) No portion of the Pipeline Systems or the Terminals has, since the date of this Agreement, suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored. No portion of the Terminals is located in a special flood hazard area as designated by any Governmental Authority.

Title, Etc. (a) The Each Borrower and each of its the Restricted Subsidiaries has indefeasible good and marketable title in fee simple to, or valid leasehold or easement interests in, all of their respective real property, property and good title to all of their respective personal propertyassets, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or in the aggregate, (i) do not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. None of such property is subject to any Lien, except for Liens permitted by Section 7.01. (b) The Pipeline Systems Terminals are owned in fee simple or are covered by recorded fee deeds, rights of way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rights”) in favor of the Borrower or its Subsidiaries, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. The Pipeline Rights establish a contiguous and continuous right of way for the Pipeline Systems and grant the Borrower or its Subsidiaries the right to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have inspected, operated, repaired, and maintained the Pipeline Systems as reflected in the Audited Financial Statements; provided, however, (A) some of the Pipeline Rights granted to the Borrower or its Subsidiaries by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interest, (B) some of the rights of way may cross properties that are subject to Liens, covenants, conditions, and restrictions in favor of third parties that have not been subordinated to the Pipeline Rights; and (C) some rights of way are subject to certain defects, limitations and restrictions; provided, further, that none of the limitations, defects, and restrictions described in clauses (A), (B) and (C) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct of Business or (y) have a Material Adverse Effect. (c) The Terminals are covered by fee deeds, real property leases, or other instruments (collectively “Terminal Deeds”) in favor of the a Borrower or its Subsidiariesa Restricted Subsidiary. The Such ownership or Terminal Deeds grant the permit a Borrower or its Subsidiaries the right a Restricted Subsidiary to construct, operate, and maintain the Terminals in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower Borrowers or its the Restricted Subsidiaries have inspected, operated, repaired, and maintained the Terminals as reflected in the Audited Financial Statements, subject to Permitted EncumbrancesLiens permitted under Section 7.01. (c) There has been no and there is not presently any occurrence of any (i) breach or event of default on the part of either Borrower or any Restricted Subsidiary with respect to any Terminal Deed, (ii) to the knowledge of either Borrower or any Restricted Subsidiary, breach or event of default on the part of any other party to any Terminal Deed, and (iii) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of either Borrower or any Restricted Subsidiary with respect to any Terminal Deed or, to the knowledge of either Borrower or any Restricted Subsidiary, on the part of any other party thereto, in each case, to the extent any such breach or default, individually or in the aggregate, (A) materially interferes with the ordinary conduct of Business or (B) has a Material Adverse Effect. The Terminal Deeds (to the extent applicable) are in full force and effect in all material respects and are valid and enforceable against the parties thereto in accordance with their terms (subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity and the exceptions as to indefeasibility of title in accordance with applicable Law) and all rental and other payments due thereunder by either Borrower or any Restricted Subsidiary, and their predecessors in interest have been duly paid in accordance with the terms of the Terminal Deeds, except to the extent that a failure to do so, individually or in the aggregate, (x) does not materially interfere with the ordinary conduct of Business and (y) does not have a Material Adverse Effect. (d) The Terminals are located within the boundaries of the property affected by the Terminal Deeds or certificate of title, as applicable, and do not encroach upon any adjoining property, except where the failure of the Terminals to be so located, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and (ii) does not have a Material Adverse Effect. The buildings and improvements owned or leased by either Borrower or any Restricted Subsidiary, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building Law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any applicable Law, in each case, the contravention or violation of which would materially and adversely affect the use of such buildings and improvements. (e) Neither Borrower nor any Restricted Subsidiary has received any written notice that any eminent domain or expropriation proceeding or taking has been commenced with respect to all or any portion of the Terminals, and, to the knowledge of the Borrowers and the Restricted Subsidiaries, no such proceeding or taking is threatened except, in each case, for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (f) To the extent any Terminal or any other Material Real Property is required to be subject to a Mortgage, (i) no portion of any such Terminal or other Material Real Property is located in an area designated a “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), except to the extent (A) the applicable Loan Party has obtained flood insurance in such total amount reasonably satisfactory to the Administrative Agent and as required by Regulation H of the Federal Reserve Board, as from time to time in effect and all official rulings and interpretations thereunder or thereof or (B) the Mortgage encumbering such Terminals or other Material Real Property contains Exclusionary Flood Language, as elected by the Administrative Agent (after consultation with the US Borrower) pursuant to Section 6.11(a)(vi)(A)(1), and (ii) such Terminals and other Material Real Property and the applicable Mortgages are otherwise in compliance with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time, and such other Flood Insurance Laws. (g) As of the Closing Date, all Material Real Property is described on Schedule 5.08.

Title, Etc. (a) The Borrower and each of its Subsidiaries has indefeasible title and each Holdco Entity have good and marketable title, in fee simple toall material respects, or valid leasehold or easement interests in, in all of their respective real property, and good title to all of their respective personal propertyProperty, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or as reflected in the aggregateFinancial Statements, (i) do not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. None none of such property Property is subject to any Lien, except for Liens permitted by Section 7.01Permitted Liens. (b) The Pipeline Systems are covered by recorded fee deeds, rights of way, easements, leases, subleases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rightsrights of way”) in favor of the Borrower or its SubsidiariesSubsidiaries (or their predecessors in interest) and their respective successors and assigns, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business and Business, (ii) do does not materially detract from the value or the use of the portion of the Pipeline Systems which are not covered and (iii) could not reasonably be expected to have a Material Adverse Effect. The Pipeline Rights rights of way establish a contiguous and continuous right of way for the Pipeline Systems and grant the Borrower or its Subsidiaries (or their predecessors in interest) the right to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have has inspected, operated, repaired, and maintained the Pipeline Systems as reflected in the Audited Financial Statements; provided, however, (A) some of the Pipeline Rights rights of way granted to the Borrower or its Subsidiaries (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interestgrantor, (B) some of the rights of way may cross properties that are subject to Liens, covenants, conditions, and restrictions liens in favor of third parties that have not been subordinated to the Pipeline Rightsrights of way; and (C) some rights of way are subject to certain defects, limitations and restrictions; provided, further, that none of the limitations, defects, and restrictions described in clauses (A), (B) and (C) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct of Business or Business, (y) materially detract from the value or the use of the portion of the Pipeline Systems which are covered or (z) could reasonably be expected to have a Material Adverse Effect. (c) The Terminals are covered by fee deeds, real property leases, or other instruments (collectively “Terminal Deedsdeeds”) in favor of the Borrower or its SubsidiariesSubsidiaries (or their predecessors in interest) and their respective successors and assigns. The Terminal Deeds deeds grant the Borrower or its Subsidiaries (or their predecessors in interest) the right to construct, operate, and maintain the Terminals in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have has inspected, operated, repaired, and maintained the Terminals as reflected in the Audited Financial Statements. (d) There has been no and there is not presently any occurrence of any (i) breach or event of default on the part of the Borrower or any of its Subsidiaries with respect to any right of way or deed, (ii) to the knowledge of the Borrower or any of its Subsidiaries, breach or event of default on the part of any other party to any right of way or deed, or (iii) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of the Borrower or any of its Subsidiaries with respect to any right of way or deed or, to the knowledge of the Borrower or any of its Subsidiaries, on the part of any other party thereto, in each case, to the extent any such breach or default, individually or in the aggregate, (A) materially interferes with the ordinary conduct of Business, (B) materially detracts from the value or the use of the portion of the Pipeline Systems covered thereby or (C) could reasonably be expected to have a Material Adverse Effect. The rights of way and deeds (to the extent applicable) are in full force and effect in all material respects and are valid and enforceable against the parties thereto in accordance with their terms (subject to Permitted Encumbrancesthe effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws effecting creditors’ rights generally and subject, as to enforceability to the effect of general principles of equity) and all rental and other payments due thereunder by the Borrower, its Subsidiaries, and their predecessors in interest have been duly paid in accordance with the terms of the deeds and rights of way (as such terms are defined in this Section 4.17) except to the extent that a failure to do so, individually or in the aggregate, (x) does not materially interfere with the ordinary conduct of Business, (y) does not materially detract from the value or the use of the portion of the Pipeline Systems covered thereby and (z) could not reasonably be expected to have a Material Adverse Effect. (e) The Pipeline Systems are located within the confines of the rights of way and do not encroach upon any adjoining property in any one or more material respects. The Terminals 60 Xxxxx Energy Partners, L.P. 3rd Amended/Restated Credit Agreement are located within the boundaries of the property affected by the deeds, leases or other instruments to the Borrower or its Subsidiaries and do not encroach upon any adjoining property in any one or more material respects. The buildings and improvements owned or leased by the Borrower and its Subsidiaries, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any Legal Requirement, the contravention or violation of which would materially affect the use of the property subject thereto. (f) The material Properties used or to be used in the Business or the continuing operations of the Borrower and each of its Subsidiaries are in good repair, working order, and condition, normal wear and tear excepted. Neither the Business nor the Properties of the Borrower or any of its Subsidiaries has been affected in any material and adverse manner as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of the Borrower or any of its Subsidiaries, is contemplated with respect to all or any portion of the Pipeline Systems or the Terminals except for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (h) No portion of the Pipeline Systems or the Terminals has, since the date of this Agreement, suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored.

Title, Etc. (a) The Borrower and each of its Subsidiaries has indefeasible title in fee simple to, or valid leasehold or easement interests in, all of their respective real property, and good title to all of their respective personal property, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or in the aggregate, (i) do not materially interfere with any Liens reflected on the ordinary conduct of Business and Balance Sheet; (ii) any Liens incurred or created since the Balance Sheet Date in the ordinary and usual course of business and which do not constitute a default under any agreement to which Seller is a party or by which it is bound, or which result from a violation of law, or the creation or incurrence of which would not have a Material Adverse Effect. None of such property is subject to any Lien, except for Liens permitted been restricted or prohibited by Section 7.014.1 hereof had such Lien been created or incurred subsequent to the date hereof; (iii) any Liens for current taxes and assessments not yet past due; (iv) any inchoate mechanic's and materialmen's liens and encumbrances for construction in process; (v) any workmen's, repairmen's, warehousemen's and carriers' liens and similar encumbrances arising in the ordinary course of business; and (vi) any Liens which are matters of record, arising in the ordinary course and which do not secure indebtedness for borrowed money, unsatisfied judgments or other payment obligations, including but not limited to, easements, quasi-easements, rights of way, restrictive covenants, land use ordinances and zoning plans (collectively, "Permitted Liens"). (b) The Pipeline Systems are covered by recorded fee deeds, rights of way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rights”) in favor of the Borrower or its Subsidiaries, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregateExcept as set forth on Schedule 2.7(b), (i) does not materially interfere the Leases, License Agreements and Material Contracts are, in all material respects, valid, binding and enforceable in accordance with the ordinary conduct of Business and their terms; (ii) do Seller has not have a Material Adverse Effect. The Pipeline Rights establish a contiguous and continuous right received notice of way for the Pipeline Systems and grant the Borrower or its Subsidiaries the right to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have inspected, operated, repaired, and maintained the Pipeline Systems as reflected in the Audited Financial Statements; provided, however, (A) some of the Pipeline Rights granted to the Borrower or its Subsidiaries by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interest, (B) some of the rights of way may cross properties that are subject to Liens, covenants, conditions, and restrictions in favor of third parties that have not been subordinated to the Pipeline Rightsany default thereunder; and (Ciii) some rights of way there are subject no existing uncured or unwaived defaults by Seller thereunder which are likely to certain defectshave a material adverse effect on the Business or which would cause or permit, limitations and restrictions; providedor is reasonably likely to result in, further, that none any of the limitationsLeases, defects, and restrictions described License Agreements or Material Contracts being terminated or rendered unenforceable or result in clauses (A), (B) and (C) above, individually or in any Lien upon any of the aggregate, (x) materially interfere with the ordinary conduct of Business or (y) have a Material Adverse EffectPurchased Assets. (c) The Terminals are covered by fee deedsWith the exception of cash resources and software not included in the Purchased Assets, real property leases, or other instruments the Purchased Assets (collectively “Terminal Deeds”i) in favor comprise all of the Borrower assets required or its Subsidiaries. The Terminal Deeds grant necessary to the Borrower or its Subsidiaries conduct of the right to construct, operateBusiness as currently conducted in the ordinary course consistent with past practices, and maintain (ii) are in sufficient operating condition and repair for the Terminals in, over, under, and across conduct of the land covered thereby Business in the same way that a prudent owner ordinary course and operator would inspectconsistent with past practices (except for ordinary wear and tear, operate, repair, and maintain similar assets and in the same way as the Borrower which may include temporary malfunction or its Subsidiaries have inspected, operated, repaired, and maintained the Terminals as reflected in the Audited Financial Statements, subject to Permitted Encumbrancesdisrepair).

Title, Etc. (a) The Borrower and each of its Subsidiaries has indefeasible have good and marketable title in fee simple to, or valid leasehold or easement interests in, all of their respective real property, and good title to all of their respective personal propertyProperty, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or as reflected in the aggregateFinancial Statements, (i) do not materially interfere with the ordinary conduct of Business and (ii) do not have a Material Adverse Effect. None none of such property Property is subject to any Lien, except for Liens permitted by Section 7.01Permitted Liens. (b) The Pipeline Systems are covered by recorded fee deeds, rights of way, easements, leases, servitudes, permits, licenses, or other instruments (collectively, “Pipeline Rightsrights of way”) in favor of the Borrower or its SubsidiariesSubsidiaries (or their predecessors in interest) and their respective successors and assigns, except where the failure of the Pipeline Systems to be so covered, individually or in the aggregate, (i) does not materially interfere with the ordinary conduct of Business Business, (ii) does not materially detract from the value or the use of the portion of the Pipeline Systems which are not covered and (ii) do could not reasonably be expected to have a Material Adverse Effect. The Pipeline Rights rights of way establish a contiguous and continuous right of way for the Pipeline Systems and grant the Borrower or its Subsidiaries (or their predecessors in interest) the right to construct, operate, and maintain the Pipeline Systems in, over, under, or across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have has inspected, operated, repaired, and maintained the Pipeline Systems as reflected in the Audited Financial Statements; provided, however, (A) some of the Pipeline Rights rights of way granted to the Borrower or its Subsidiaries (or their predecessors in interest) by private parties and Governmental Authorities are revocable at the right of the applicable grantor or its successors-in-interestgrantor, (B) some of the rights of way may cross properties that are subject to Liens, covenants, conditions, and restrictions liens in favor of third parties that have not been subordinated to the Pipeline Rightsrights of way; and (C) some rights of way are subject to certain defects, limitations and restrictions; provided, further, that none of the limitations, defects, and restrictions described in clauses (A), (B) and (C) above, individually or in the aggregate, (x) materially interfere with the ordinary conduct of Business or Business, (y) materially detract from the value or the use of the portion of the Pipeline Systems which are covered or (z) could reasonably be expected to have a Material Adverse Effect. (c) The Terminals are covered by fee deeds, real property leases, or other instruments (collectively “Terminal Deedsdeeds”) in favor of the Borrower or its SubsidiariesSubsidiaries (or their predecessors in interest) and their respective successors and assigns. The Terminal Deeds deeds grant the Borrower or its Subsidiaries (or their predecessors in interest) the right to construct, operate, and maintain the Terminals in, over, under, and across the land covered thereby in the same way that a prudent owner and operator would inspect, operate, repair, and maintain similar assets and in the same way as the Borrower or its Subsidiaries have has inspected, operated, repaired, and maintained the Terminals as reflected in the Audited Financial Statements. (d) There has been no and there is not presently any occurrence of any (i) breach or event of default on the part of the Borrower or any of its Subsidiaries with respect to any right of way or deed, (ii) to the knowledge of the Borrower or any of its Subsidiaries, breach or event of default on the part of any other party to any right of way or deed, and (iii) event that, with the giving of notice or lapse of time or both, would constitute such breach or event of default on the part of the Borrower or any of its Subsidiaries with respect to any right of way or deed or, to the knowledge of the Borrower or any of its Subsidiaries, on the part of any other party thereto, in each case, to the extent any such breach or default, individually or in the aggregate, (A) materially interferes with the ordinary conduct of Business, (B) materially detracts from the value or the use of the portion of the Pipeline Systems covered thereby or (C) could reasonably be expected to have a Material Adverse Effect. The rights of way and deeds (to the extent applicable) are in full force and effect in all material respects and are valid and enforceable against the parties thereto in accordance with their terms (subject to Permitted Encumbrancesthe effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance or similar laws effecting creditors’ rights generally and subject, as to enforceability to the effect of general principles of equity) and all rental and other payments due thereunder by the Borrower, its Subsidiaries, and their predecessors in interest have been duly paid in accordance with the terms of the deeds and rights of way (as such terms are defined in this Section 4.17) except to the extent that a failure to do so, individually or in the aggregate, (x) does not materially interfere with the ordinary conduct of Business, (y) does not materially detract from the value or the use of the portion of the Pipeline Systems covered thereby and (z) could not reasonably be expected to have a Material Adverse Effect. (e) The Pipeline Systems are located within the confines of the rights of way and do not encroach upon any adjoining property in any one or more material respects. The Terminals are located within the boundaries of the property affected by the deeds, leases or other instruments to the Borrower or its Subsidiaries and do not encroach upon any adjoining property in any one or more material respects. The buildings and improvements owned or leased by the Borrower and its Subsidiaries, and the operation and maintenance thereof, do not (i) contravene any applicable zoning or building law or ordinance or other administrative regulation or (ii) violate any applicable restrictive covenant or any Legal Requirement, the contravention or violation of which would materially affect the use of the property subject thereto. (f) The material Properties used or to be used in the Business or the continuing operations of the Borrower and each of its Subsidiaries are in good repair, working order, and condition, normal wear and tear excepted. Neither the Business nor the Properties of the Borrower or any of its Subsidiaries has been affected in any material and adverse manner as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by a Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. (g) No eminent domain proceeding or taking has been commenced or, to the knowledge of the Borrower or any of its Subsidiaries, is contemplated with respect to all or any portion of the Pipeline Systems or the Terminals except for that which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (h) No portion of the Pipeline Systems or the Terminals has, since the date of this Agreement, suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored. No portion of the Terminals is located in a special flood hazard area as designated by any Governmental Authority.