Common use of Title to Real Property Clause in Contracts

Title to Real Property. (a) As of the date hereof, Section 4.10(a) of the Seller Disclosure Letter is accurate in all material respects and sets forth: (i) a true, correct and complete list of all Owned Real Property (including the property designation or address of each parcel of Owned Real Property), and (ii) a true, correct and complete list of all Real Property Leases and the property designation or address of each parcel of Leased Real Property. (b) Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, the Nordic Companies have full title (No. hjemmel og full eiendomsrett; Sw. lagfaren och obligationsrättslig ägare) to the Owned Real Property, free and clear of all Liens, other than Permitted Liens and except in any case as would not individually or in the aggregate have a Material Adverse Effect. Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, the Nordic Companies have not leased, subleased, licensed, granted a concession or other right or interest to any Person to use or occupy the Owned Real Property or any portion thereof. Other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, as of the Closing (and assuming receipt of any applicable consent set forth in Section 4.5(a) of the Seller Disclosure Letter), (x) the Nordic Companies will have full title to all of the Owned Real Property, free and clear of all Liens, other than Permitted Liens and (y) with respect to the Leased Real Property, the Nordic Companies will hold such Leased Real Property on terms and conditions in all material respects the same as those set forth in the Real Property Leases as of the date hereof, except as would not individually or in the aggregate have a Material Adverse Effect. As of the date hereof, none of Seller, its Affiliates, or the Nordic Companies has received written notice of any pending, and to the Knowledge of Seller, there is no threatened, condemnation proceeding with respect to any Owned Real Property. (c) Except as set forth in Section 4.10(c) of the Seller Disclosure Letter, with respect to each Real Property Lease: (i) such lease is valid, binding and in full force and effect; (ii) the Transactions do not require the consent of any other party to such lease and will not result in a material breach of or default under such lease; (iii) none of the Nordic Companies, nor, to the Knowledge of Seller, any other party to the Real Property Leases, is in material breach or default under such lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default thereunder; (iv) the Nordic Companies are not currently subleasing, licensing or otherwise granting any Person the right to use or occupy such Leased Real Property or any portion thereof; and (v) as of the date hereof, none of Seller, its Affiliates or the Nordic Companies has received written notice of any pending, and to the Knowledge of Seller, there is no threatened, condemnation proceeding with respect to any Leased Real Property, except in each case as has not or would not have a Material Adverse Effect.

Title to Real Property. (a) As of the date hereof, Section 4.10(a) of the Seller CCE Disclosure Letter is accurate in all material respects and sets forth: , (i) a true, correct and complete list of all Owned Real Property (including the property designation or address of each parcel of Owned Real Property), and (ii) a true, correct and complete list of all Real Property Leases and the property designation or address of each parcel of Leased Real Property. (b) Except as set forth in Section 4.10(b) CCE or one of the Seller Disclosure Letter, the Nordic Companies have full its North American Business Subsidiaries has fee simple title (No. hjemmel og full eiendomsrett; Sw. lagfaren och obligationsrättslig ägare) to the Owned Real Property, free and clear of all Liens, other than Permitted Liens and except in any case as would not individually or in the aggregate have a North American Business Material Adverse Effect. Except as set forth in Section 4.10(b) of the Seller CCE Disclosure Letter, the Nordic Companies have not neither CCE nor its North American Business Subsidiaries has leased, subleased, licensed, granted a concession or other right or interest to any Person to use or occupy the Owned Real Property or any portion thereof. Other than the right of Buyer TCCC pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. Except as set forth in Section 4.10(b) As of the Seller Disclosure Letter, as of the Closing Effective Time (and assuming receipt of any applicable consent set forth in Section 4.5(a4.4(a) of the Seller CCE Disclosure Letter), (x) CCE or one of the Nordic Companies North American Business Subsidiaries will have full fee simple title to all of the Owned Real Property, free and clear of all Liens, other than Permitted Liens and (y) with respect to the Leased Real Property, CCE or one of the Nordic Companies North American Business Subsidiaries will hold such Leased Real Property on terms and conditions in all material respects the same as those set forth in the Real Property Leases as of the date hereof, except as would not individually or in the aggregate have a North American Business Material Adverse Effect. As of the date hereof, none neither CCE nor any of Seller, its Affiliates, or the Nordic Companies Subsidiaries has received written notice of any pending, and to the Knowledge of SellerCCE, there is no threatened, condemnation proceeding with respect to any Owned Real Property. (c) Except as set forth in Section 4.10(c) of the Seller CCE Disclosure Letter, with respect to each Real Property Lease: , (i) such lease is valid, binding and in full force and effect; (ii) the Transactions do not require the consent of any other party to such lease and will not result in a material breach of or default under such lease; (iii) none of the Nordic Companies, neither CCE or its Subsidiaries nor, to the Knowledge of SellerCCE, any other party to the Real Property Leases, is in material breach or default under such lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default thereunder; (iv) the Nordic Companies are not neither CCE nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any Person the right to use or occupy such Leased Real Property or any portion thereof; and (v) as of the date hereof, none neither CCE nor any of Seller, its Affiliates or the Nordic Companies Subsidiaries has received written notice of any pending, and to the Knowledge of SellerCCE, there is no threatened, condemnation proceeding with respect to any Leased Real Property, except in each case as has not or would not have a North American Business Material Adverse Effect.

Title to Real Property. (a) As of the date hereof, Section 4.10(aOther than as set forth on Schedule 3.14(a) of the Seller Contributor Disclosure Letter Schedules, the ETG Assets include a valid right and interest for ETG to conduct the ETG Business on land whereupon such ETG Business is accurate in all material respects and sets forth: (i) a truecurrently being conducted, correct and complete list of all Owned Real Property (including which interest is sufficient for the property designation or address of each parcel of Owned Real Property), and (ii) a true, correct and complete list of all Real Property Leases and the property designation or address of each parcel of Leased Real Property. (b) Except ETG Business as set forth in Section 4.10(b) such ETG Business is being conducted as of the Seller Disclosure LetterClosing Date (collectively, the Nordic Companies have full title (No. hjemmel og full eiendomsrett; Sw. lagfaren och obligationsrättslig ägare) to the Owned Real “ETG Property”), free and clear of all Liens except Permitted Liens, other than Permitted Liens and except in any case as would could not individually or in the aggregate reasonably be expected to have a an ETG Material Adverse Effect. Except . (b) Other than as set forth in Section 4.10(bon Schedule 3.14(b) of the Seller Contributor Disclosure LetterSchedules, the Nordic Companies have not leased, subleased, licensed, granted a concession or other right or interest with respect to any Person to use or occupy the Owned Real ETG Property or any portion thereof. Other than the right that consists of Buyer pursuant to this Agreementreal property owned in fee by ETG, there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, as of the Closing (ETG has good and assuming receipt of any applicable consent set forth in Section 4.5(a) of the Seller Disclosure Letter), (x) the Nordic Companies will have full indefeasible title to all of the Owned Real Propertysuch real property, free and clear of all Liens except Permitted Liens, other than Permitted Liens and (y) with respect to the Leased Real Property, the Nordic Companies will hold such Leased Real Property on terms and conditions in all material respects the same as those set forth in the Real Property Leases as of the date hereof, except as would not individually or in the aggregate have a Material Adverse Effect. As of the date hereof, none of Seller, its Affiliates, or the Nordic Companies has received written notice of any pending, and to the Knowledge of Seller, there is no threatened, condemnation proceeding with respect to any Owned Real Property. (c) Except Other than as set forth in Section 4.10(con Schedule 3.14(c) of the Seller Contributor Disclosure LetterSchedules, ETG has, and the ETG Assets include, such consents, easements, rights-of-way, permits, real property licenses and surface leases (collectively, “Rights-of-Way”) as are sufficient to operate the ETG Assets as such ETG Assets are being operated as of the Closing Date, except as could not reasonably be expected to have an ETG Material Adverse Effect. ETG has fulfilled and performed all its material Obligations with respect to each Real Property Lease: such Rights-of-Way and, to the Knowledge of Contributor or ETG, no Event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or that would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that could not reasonably be expected to have an ETG Material Adverse Effect. (d) Other than as set forth on Schedule 3.14(d) of the Contributor Disclosure Schedules (i) (A) there are no pending Proceedings to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any part of the ETG Property and (B) neither Contributor nor ETG has any Knowledge of any such lease is validthreatened Proceeding, binding and which (in full force and effect; either case), if pursued, could reasonably be expected to have an ETG Material Adverse Effect, (ii) to the Transactions do extent located in jurisdictions subject to zoning, the ETG Property is properly zoned for the existence, occupancy and use of the ETG Assets located on such ETG Property, except as could not require the consent of any other party reasonably be expected to such lease have an ETG Material Adverse Effect, and will not result in a material breach of or default under such lease; (iii) none of the Nordic Companies, nor, to ETG Assets and the Knowledge of Seller, any other party to the Real Property Leases, is in material breach or default under such lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default thereunder; (iv) the Nordic Companies operations thereof are not currently subleasing, licensing or otherwise granting any Person the right to use or occupy such Leased Real Property or any portion thereof; and (v) as of the date hereof, none of Seller, its Affiliates or the Nordic Companies has received written notice of any pending, and to the Knowledge of Seller, there is no threatened, condemnation proceeding with respect subject to any Leased Real Propertyconditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in each the case as has not of a rebuilding of or would not additional construction of improvements, reasonably be expected to have a an ETG Material Adverse Effect.

Title to Real Property. (a) As of Other than as set forth to the date hereof, Section 4.10(acontrary on Schedule 5.14(a) of the Seller Azure Disclosure Letter is accurate in all material respects and sets forth: (i) a true, correct and complete list of all Owned Real Property (including the property designation or address of each parcel of Owned Real Property), and (ii) a true, correct and complete list of all Real Property Leases and the property designation or address of each parcel of Leased Real Property. (b) Except as set forth in Section 4.10(b) of the Seller Disclosure LetterSchedules, the Nordic Companies have full title Legacy Assets include a valid right and interest to conduct the Legacy Business on land whereupon such Legacy Business is currently being conducted, which interest is sufficient for the Legacy Business as such Legacy Business is being conducted on the Execution Date (No. hjemmel og full eiendomsrett; Sw. lagfaren och obligationsrättslig ägare) to collectively, the Owned Real “Azure Property”), free and clear of all Liens except Permitted Liens), other than Permitted Liens and except in any case as would not individually or in the aggregate reasonably be expected to have a Legacy Material Adverse Effect. Except . (b) Other than as set forth in Section 4.10(bto the contrary on Schedule 5.14(b) of the Seller Azure Disclosure LetterSchedules, the Nordic Companies have not leased, subleased, licensed, granted a concession or other right or interest with respect to any Person to use Azure Property that consists of fee owned real property owned by Azure or occupy the Owned Real Property its Subsidiaries, Azure or any portion thereof. Other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, as of the Closing (its applicable subsidiary has good and assuming receipt of any applicable consent set forth in Section 4.5(a) of the Seller Disclosure Letter), (x) the Nordic Companies will have full indefeasible title to all of the Owned Real Propertysuch real property, free and clear of all Liens except Permitted Liens, other . (c) Other than Permitted Liens and (y) with respect as set forth to the Leased Real Property, the Nordic Companies will hold such Leased Real Property contrary on terms and conditions in all material respects the same as those set forth in the Real Property Leases as Schedule 5.14(c) of the date hereofAzure Disclosure Schedules, Talco and TGG, as applicable, have, and the Legacy Assets include, such consents, easements, rights-of-way, permits, real property licenses and surface leases (collectively, “Rights-of-Way”) as are sufficient to operate the Legacy Assets as such Legacy Assets are being conducted on the Execution Date, except as would not individually or in the aggregate reasonably be expected to have a Legacy Material Adverse Effect. As of the date hereofAzure or its applicable subsidiary has fulfilled and performed all its material obligations with respect to such Rights-of-Way and, none of Seller, its Affiliates, or the Nordic Companies has received written notice of any pending, and to the Knowledge of SellerAzure, there is no threatenedEvent has occurred that allows, condemnation proceeding with respect or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that would not reasonably be expected to any Owned Real Propertyhave a Legacy Material Adverse Effect. (cd) Except Other than as set forth in Section 4.10(cto the contrary on Schedule 5.14(d) of the Seller Azure Disclosure Letter, with respect to each Real Property Lease: Schedules (i) (A) there are no pending Proceedings to modify the zoning classification of, or to condemn or take by power of eminent domain, all or any of the Azure Property and (B) Azure, Talco and TGG have no Knowledge of any such lease is validthreatened Proceeding, binding and which (in full force and effect; either case), if pursued, would reasonably be expected to have a Legacy Material Adverse Effect, (ii) to the Transactions do extent located in jurisdictions subject to zoning, the Azure Property is properly zoned for the existence, occupancy and use of the Legacy Assets located on the Azure Property, except as would not require the consent of any other party reasonably be expected to such lease have a Legacy Material Adverse Effect, and will not result in a material breach of or default under such lease; (iii) none of the Nordic Companies, nor, to Legacy Assets and the Knowledge of Seller, any other party to the Real Property Leases, is in material breach or default under such lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default thereunder; (iv) the Nordic Companies operations thereof are not currently subleasing, licensing or otherwise granting any Person the right to use or occupy such Leased Real Property or any portion thereof; and (v) as of the date hereof, none of Seller, its Affiliates or the Nordic Companies has received written notice of any pending, and to the Knowledge of Seller, there is no threatened, condemnation proceeding with respect subject to any Leased Real Propertyconditional use permits or “permitted non-conforming use” or “permitted non-conforming structure” classifications or similar permits or classifications, except as would not, either currently or in each the case as has not of a rebuilding of or would not additional construction of improvements, reasonably be expected to have a Legacy Material Adverse Effect.

Title to Real Property. Except as set forth on Seller Disclosure Schedule 4.10: (a) The Assets include and constitute all real property owned by EQT Gathering that relate to the Applegate/XxXxxxxx, Taurus, Terra, Three Rivers and D-497 development areas in EQT Gathering’s gathering system and which generated the revenue shown in the Financial Statements. The AVC Assets include and constitute all real property owned by AVC that relates to the gas transmission pipeline described in the AVC FERC Certificate. (b) As of the date hereof, Section 4.10(a) of EQT Gathering and AVC each has good, valid and indefeasible title to the Seller Disclosure Letter is accurate Transferred Assets owned by it which constitute real property and are designated as such in all material respects and sets forth: Exhibit X-0, Xxxxxxx X-0 or Exhibit B-2 hereto (i) a true, correct and complete list of all Owned the “Real Property (including the property designation or address of each parcel of Owned Real PropertyAssets”), and (ii) a true, correct and complete list of all Real Property Leases and the property designation or address of each parcel of Leased Real Property. (b) Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, the Nordic Companies have full title (No. hjemmel og full eiendomsrett; Sw. lagfaren och obligationsrättslig ägare) to the Owned Real Property, free and clear of all Liens, Liens (other than Permitted Liens Liens). EQT Gathering and EQT Gathering Holdings have made available to Equitrans LP, Equitrans Investments, EQM and/or EQM Gathering Opco true, correct and complete copies of all material agreements relating to the Real Property Assets, including all modifications, amendments, supplements, waivers, side letters thereto, title abstracts, title opinion letters and the like (collectively, the “Real Property Agreements”). All Real Property Agreements (i) are valid and enforceable, except in as the enforceability thereof may be affected by bankruptcy, insolvency or other similar laws of general applicability affecting the rights of creditors generally or principles of equity and (ii) grant all the material rights purported to be granted thereby, except where the failure of any case as such Real Property Agreement to be valid and enforceable or to grant the rights purported to be granted thereby would not individually or in the aggregate reasonably be expected to have a Seller Material Adverse Effect. Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, the Nordic Companies have not leased, subleased, licensed, granted a concession or other right or interest to any Person to use or occupy the Owned Real Property or any portion thereof. Other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, as of the Closing (and assuming receipt of any applicable consent set forth in Section 4.5(a) of the Seller Disclosure Letter), (x) the Nordic Companies will have full title to all of the Owned Real Property, free and clear of all Liens, other than Permitted Liens and (y) Effect with respect to the Leased Real Property, the Nordic Companies will hold such Leased Real Property on terms and conditions in all Assets. (c) No event of default by EQT Gathering, EQT Gathering Holdings or AVC presently exists under any material respects the same as those set forth in the Real Property Leases as of the date hereofAgreement. Neither EQT Gathering, except as would not individually or in the aggregate have a Material Adverse Effect. As of the date hereof, none of Seller, its Affiliates, or the Nordic Companies EQT Gathering Holdings nor AVC has received written notice of default under any pending, material Real Property Agreement and to the Knowledge of SellerEQT Gathering and EQT Gathering Holdings, no event of default exists under any material Real Property Agreement. Each of EQT Gathering, EQT Gathering Holdings and AVC has fulfilled and performed all its material obligations with respect to all material Real Property Agreements. No event has occurred that allows, or after notice or lapse of time would allow revocation or termination of any material Real Property Agreement or would result in any impairment of any material rights of a holder under any Easements, AVC Pipeline Easements, rights of way, memorandum of easements, permits, servitudes, licenses or leasehold estates, including, without limitation, leases, subleases and occupancy agreements, any instruments creating an interest in real property, and similar rights related to the Real Property used in connection with the Business. (d) To the Knowledge of EQT Gathering and EQT Gathering Holdings, there is no threatenedaction pending or threatened for eminent domain or for condemnation of any material Real Property Asset, condemnation proceeding with respect to by any Owned Real PropertyGovernmental Authority or other Person. (ce) Except EQT Gathering and EQT Gathering Holdings have no Knowledge, and neither EQT Gathering nor EQT Gathering Holdings has received any written notice that remains outstanding as set forth in Section 4.10(c) of the Seller Disclosure Letter, with respect to each date of this Agreement that the current use and occupancy of any material Real Property Lease: (i) such lease Asset is valid, binding and in full force and effect; (ii) the Transactions do not require the consent violation of any other party of the recorded covenants, conditions, restrictions, reservations, Easements, AVC Pipeline Easements or agreements applicable to such lease and will not result in a material breach of or default under such lease; Real Property Asset. (iiif) none of the Nordic CompaniesNeither EQT Gathering nor EQT Gathering Holdings has received any written notice of, nor, nor to the Knowledge of SellerEQT Gathering or EQT Gathering Holdings, has a request or demand been otherwise made for, EQT Gathering or AVC to undertake renovations, repairs or construction work at any other party to portion of the material Real Property Leases, is in material breach or default under such lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would Assets that constitute a material breach or default thereunder; (iv) the Nordic Companies are not currently subleasing, licensing or otherwise granting any Person the right to use or occupy such Leased Real Property or any portion thereof; and (v) as of the date hereof, none of Seller, its Affiliates or the Nordic Companies has received written notice of any pending, Operational Assets and to the Knowledge of SellerEQT Gathering and EQT Gathering Holdings, there is currently no threatenedneed to undertake renovations, condemnation proceeding with respect repairs or construction work at any portion of the material Real Property Assets that constitute Operational Assets. EQT Gathering and AVC, as applicable, have all rights necessary to effectuate any Leased such repairs, replacements, alterations or maintenance that may be currently necessary for the operation and use of the pipelines, equipment and compressors located on the Real Property, except Property Assets owned by them. (g) The Real Property Assets include (i) all real property that is necessary for the operation of the Operational Assets in substantially the same manner as currently being conducted and (ii) the real property upon which the compressors are located (in each case as has not generally depicted on Exhibit X-0, Xxxxxxx X-0 or would not have a Material Adverse EffectExhibit C-1).

Title to Real Property. Except as set forth on Asset Disclosure Schedule 4.9: (a) The Assets include and constitute all real property owned by EQT Gathering that relates to the gas gathering systems referred to by EQT Gathering as the “Mercury-Pandora-Pluto-Saturn Gas Gathering System” and “WG-100 Gas Gathering System.” (b) As of the date hereof, Section 4.10(a) of EQT Gathering has good, valid and indefeasible title to the Seller Disclosure Letter is accurate Assets owned by it which constitute real property and are designated as such in all material respects and sets forth: Exhibit A-2 or Exhibit A-3 hereto (i) a true, correct and complete list of all Owned the “Real Property (including the property designation or address of each parcel of Owned Real PropertyAssets”), and (ii) a true, correct and complete list of all Real Property Leases and the property designation or address of each parcel of Leased Real Property. (b) Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, the Nordic Companies have full title (No. hjemmel og full eiendomsrett; Sw. lagfaren och obligationsrättslig ägare) to the Owned Real Property, free and clear of all Liens, Liens (other than Permitted Liens Liens). EQT Gathering has made available to EQM and/or EQM Gathering Opco true, correct and complete copies of all material agreements relating to the Real Property Assets, including all modifications, amendments, supplements, waivers, side letters thereto, title abstracts, title opinion letters and the like (collectively, the “Real Property Agreements”). All Real Property Agreements (i) are valid and enforceable, except in as the enforceability thereof may be affected by bankruptcy, insolvency or other similar laws of general applicability affecting the rights of creditors generally or principles of equity and (ii) grant all the material rights purported to be granted thereby, except where the failure of any case as such Real Property Agreement to be valid and enforceable or to grant the rights purported to be granted thereby would not individually or in the aggregate reasonably be expected to have a Gathering System Material Adverse Effect. Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, the Nordic Companies have not leased, subleased, licensed, granted a concession or other right or interest to any Person to use or occupy the Owned Real Property or any portion thereof. Other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, as of the Closing (and assuming receipt of any applicable consent set forth in Section 4.5(a) of the Seller Disclosure Letter), (x) the Nordic Companies will have full title to all of the Owned Real Property, free and clear of all Liens, other than Permitted Liens and (y) Effect with respect to the Leased Real Property, the Nordic Companies will hold such Leased Real Property on terms and conditions in all Assets. (c) No event of default by EQT Gathering presently exists under any material respects the same as those set forth in the Real Property Leases as of the date hereof, except as would Agreement. EQT Gathering has not individually or in the aggregate have a Material Adverse Effect. As of the date hereof, none of Seller, its Affiliates, or the Nordic Companies has received written notice of default under any pending, material Real Property Agreement and to the Knowledge of SellerEQT Gathering, no event of default exists under any material Real Property Agreement. EQT Gathering has fulfilled and performed all its material obligations with respect to all material Real Property Agreements. No event has occurred that allows, or after notice or lapse of time would allow revocation or termination of any material Real Property Agreement or would result in any impairment of any material rights of a holder under any Easements, rights of way, memorandum of easements, permits, servitudes, licenses, leasehold estates, including, without limitation, leases, subleases and occupancy agreements, any instruments creating an interest in real property, and similar rights related to the Real Property used in connection with EQT Gathering’s business. (d) To the Knowledge of EQT Gathering, there is no threatenedaction pending or threatened for eminent domain or for condemnation of any material Real Property Asset, condemnation proceeding with respect to by any Owned Real PropertyGovernmental Authority or other Person. (ce) Except EQT Gathering has no Knowledge, and EQT Gathering has not received any written notice that remains outstanding as set forth in Section 4.10(c) of the Seller Disclosure Letter, with respect to each date of this Agreement that the current use and occupancy of any material Real Property Lease: (i) such lease Asset is valid, binding and in full force and effect; (ii) the Transactions do not require the consent violation of any other party of the recorded covenants, conditions, restrictions, reservations, Easements or agreements applicable to such lease and will Real Property Asset. (f) EQT Gathering has not result in a material breach of or default under such lease; (iii) none of the Nordic Companiesreceived any written notice of, nor, nor to the Knowledge of SellerEQT Gathering, has a request or demand been otherwise made for, EQT Gathering to undertake renovations, repairs or construction work at any other party to portion of the material Real Property Leases, is in material breach or default under such lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would Assets that constitute a material breach or default thereunder; (iv) the Nordic Companies are not currently subleasing, licensing or otherwise granting any Person the right to use or occupy such Leased Real Property or any portion thereof; and (v) as of the date hereof, none of Seller, its Affiliates or the Nordic Companies has received written notice of any pending, Operational Assets and to the Knowledge of SellerEQT Gathering, there is currently no threatenedneed to undertake renovations, condemnation proceeding with respect repairs or construction work at any portion of the material Real Property Assets that constitute Operational Assets. EQT Gathering has all rights necessary to effectuate any Leased such repairs, replacements, alterations or maintenance that may be currently necessary for the operation and use of the pipelines, equipment and compressors located on the Real Property, except Property Assets owned by it. (g) The Real Property Assets include (i) all real property that is necessary for the operation of the Operational Assets in substantially the same manner as currently being conducted and (ii) the real property upon which the compressors are located (in each case as has not or would not have a Material Adverse Effectgenerally depicted on Exhibit A-1).

Title to Real Property. (a) As Section 3.10 of the date hereof, Section 4.10(a) of the Seller Disclosure Letter is accurate in all material respects and sets forth: (i) a true, correct true and complete list of all Owned Real Property (including the property designation or address of each parcel of Owned Real Property), and (ii) a true, correct true and complete list of all Real Property Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) including the expiration of the lease term, the names of the parties thereto and the property designation or address of each parcel of Leased Real Property. (b) Except as set forth in Section 4.10(bWith respect to each Owned Real Property: (A) of the Seller Disclosure Letter, the Nordic Companies Division Subsidiaries have full indefeasible fee simple title (No. hjemmel og full eiendomsrett; Sw. lagfaren och obligationsrättslig ägare) to the such Owned Real Property, free and clear of all Liens and encumbrances, except Permitted Liens, other than Permitted Liens and (B) except in any case as would not individually or in the aggregate have a Material Adverse Effect. Except as set forth in Section 4.10(b) 3.10 of the Seller Disclosure Letter, the Nordic Companies Division Subsidiaries have not leased, subleased, licensed, leased or otherwise granted a concession or other right or interest to any Person the right to use or occupy the such Owned Real Property or any portion thereof. Other ; and (C) other than the right of Buyer the WCAS Subs pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the such Owned Real Property or any portion thereof or interest therein. Except as set forth in Section 4.10(b. (c) of the Seller Disclosure Letter, as of the Closing (and assuming receipt of any applicable consent set forth in Section 4.5(a) of the Seller Disclosure Letter), (x) the Nordic Companies will have full title to all of the Owned Real Property, free and clear of all Liens, other than Permitted Liens and (y) with With respect to the Leased Real Property, the Nordic Companies will hold Division Subsidiaries have delivered to the WCAS Subs a true and complete copy of each such Leased Real Property on terms and conditions in all material respects the same as those set forth in the Real Property Leases as of the date hereof, except as would not individually or in the aggregate have a Material Adverse EffectLease. As of the date hereof, none of Seller, its Affiliates, or the Nordic Companies has received written notice of any pending, and to the Knowledge of Seller, there is no threatened, condemnation proceeding with respect to any Owned Real Property. (c) Except as set forth in Section 4.10(c) 3.10 of the Seller Disclosure Letter, with respect to each of the Real Property LeaseLeases: (i) such lease is valid, binding and in full force and effect; , (ii) the Transactions transactions contemplated by this Agreement do not require the consent of any other party to such lease and lease, will not result in a material breach of or material default under such lease; , or otherwise cause such lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing, (iii) none of the Nordic Companies, nor, to the Knowledge of SellerWIN, the Division Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such lease has not been disturbed and there are no material disputes with respect to such lease, (iv) neither the Division Subsidiaries nor any other party to the Real Property Leases, Leases is in material breach or default under such lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material breach or default, or permit the termination, modification or acceleration of rent under such lease, (v) to the Knowledge of WIN, no security deposit or portion thereof deposited with respect to such lease has been applied in respect of a breach or default thereunderunder such lease which has not been redeposited in full, (vi) the Division Subsidiaries do not owe, nor will the Division Subsidiaries owe in the future, any material brokerage commissions or finder’s fees with respect to such lease; (ivvii) the Nordic Companies other party to such lease is not an Affiliate of the Division Subsidiaries, (viii) the Division Subsidiaries are not not, in any material respect, currently subleasing, licensing or otherwise granting any Person the right to use or occupy such Leased Real Property or any portion thereof, (ix) the Division Subsidiaries are not, in any material respect, currently assigning or granting any other security interest in such lease or any interest therein; and (vx) as of there are no Liens or encumbrances on the date hereof, none of Seller, its Affiliates estate or the Nordic Companies has received written notice of any pending, and to the Knowledge of Seller, there is no threatened, condemnation proceeding with respect to any Leased Real Property, except in each case as has not or would not have a Material Adverse Effectinterest created by such lease.

Title to Real Property. (a) As The Real Property Schedule attached hereto sets forth all of the date hereof, Section 4.10(a) of ---------------------- real property owned by the Seller Disclosure Letter is accurate in all material respects and sets forth: Company or its Subsidiaries (i) a true, correct and complete list of all the "Owned Real ---------- Property"). Except as disclosed on the Real Property (including the property designation or address of Schedule, with respect to ---------------------- each parcel of Owned Real Property), (i) the Company has, or on the Closing Date will have, good and marketable title, free and clear of any material Lien, except for Permitted Liens, (ii) a truethere are no leases, correct subleases, licenses, concessions, or other agreements granting to any party or parties the right of use or occupy any portion thereof; and complete list (iii) there are no outstanding options or rights of all Real Property Leases and the property designation first refusal to purchase such parcels or address of each parcel of Leased Real Propertyany portions thereof or interest therein. (b) Except as set The Real Property Schedule attached hereto sets forth in Section 4.10(b) all of the Seller Disclosure Letter, ---------------------- real property leased or subleased by the Nordic Companies have full title Company or its Subsidiaries (Nothe "Leased Real Property"). hjemmel og full eiendomsrett; Sw. lagfaren och obligationsrättslig ägare) The Company or its applicable Subsidiary has a good and -------------------- valid leasehold interest in and to all of the Owned Leased Real Property, free and clear of all any material Lien, except for Permitted Liens, other than Permitted Liens . The Leases under which the Company leases and except in any case as would not individually or in the aggregate have a Material Adverse Effect. Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, the Nordic Companies have not leased, subleased, licensed, granted a concession or other right or interest to any Person to use or occupy the Owned Real Property or any portion thereof. Other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, as of the Closing (and assuming receipt of any applicable consent set forth in Section 4.5(a) of the Seller Disclosure Letter), (x) the Nordic Companies will have full title to all of the Owned Real Property, free and clear of all Liens, other than Permitted Liens and (y) with respect to subleases the Leased Real PropertyProperty are in full force and effect and the Company has previously delivered to the Purchasers true, correct and complete copies of each of the Nordic Companies will hold such Leased Real Property Leases, including, without limitation, all amendments or modifications thereto, referred to on terms and conditions in all material respects the same as those set forth in the Real Property Leases as of the date hereof, except as would not individually or in the aggregate have a Material Adverse EffectSchedule. As of the date hereof, none of Seller, its Affiliates, or the Nordic Companies has received written notice of any pending, and to the Knowledge of Seller, there is no threatened, condemnation proceeding with respect to any Owned Real Property. (c) Except as set forth in Section 4.10(c) of the Seller Disclosure Letter, with ---------------------- With respect to each Real Property Lease: (i) such lease Lease is legal, valid, binding and enforceable in accordance with its terms and such Lease is in full force and effect; , and (ii) neither the Transactions do not require the consent of any other party to such lease and will not result in a material breach of or default under such lease; (iii) none of the Nordic Companies, Company nor, to the Knowledge best of Sellerthe Company's and the Current Owners' knowledge, any other party to the Real Property Leasesthird party, is in material breach or default under such leaseLease, and and, except as noted on the Real Property Schedule by an ---------------------- asterisk (*) opposite the applicable Lease, no event has occurred or circumstance exists (including the consummation of the transactions contemplated hereby) which, with the delivery lapse of time or the giving of notice, the passage of time or both, otherwise would constitute such a material breach or default thereunder; or permit termination, modification, or acceleration under such Lease. Except as disclosed on the Real Property Schedule, no consent, waiver, approval or authorization is required from any Landlord under any Lease as a result of the execution and delivery of this Agreement or the agreements contemplated hereby or the consummation of the transactions contemplated hereby or thereby. (ivc) Except for the Nordic Companies are not currently subleasingExcluded Assets, licensing or otherwise granting any Person the right to use or occupy such Owned Real Property and the Leased Real Property or any portion thereof; and (v) as constitutes all of the date hereofreal property owned, none leased, occupied or otherwise utilized in connection with the business of Seller, the Company or its Affiliates or the Nordic Companies has received written notice of any pending, and to the Knowledge of Seller, there is no threatened, condemnation proceeding with respect to any Leased Real Property, except in each case as has not or would not have a Material Adverse EffectSubsidiaries.

Title to Real Property. (a) As of the date hereof, Section 4.10(a) of the Seller Disclosure Letter is accurate in all material respects and Schedule 6.11 sets forth: (i) forth a true, correct and complete list of ---------------------- all Owned Real Property and interests in Real Property used or held for use in the operation of the businesses of Buyer and its Subsidiaries and owned in fee by Buyer or any of its Subsidiaries (including the property designation individually, a "Buyer Owned Property") and -------------------- identifies any material reciprocal easement or address operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of each parcel of Owned Real Property), and (iiBuyer attached hereto) relating thereto. Schedule 6.11 sets forth a true, correct and complete list of all Real Property Leases and interests in Real Property used, or held for use in the operation of the businesses of Buyer and its Subsidiaries leased by Buyer or any of its Subsidiaries (individually, a "Buyer ----- Leased Property") and identifies any material leases and reciprocal easement or --------------- operating agreements (other than such operating agreements not relating to Real Property identified on other disclosure schedules of Buyer attached hereto) relating thereto. Buyer and its Subsidiaries have (i) good and insurable fee title to all Buyer Owned Property and (ii) assuming good and adequate title in each lessor of a leasehold estate, good and valid title to the leasehold estates in all Buyer Leased Property (a Buyer Owned Property or Buyer Leased Property being sometimes referred to herein, individually, as a "Buyer ----- Property" and, collectively, as "Buyer Properties"), in each case free and clear -------- ---------------- of all Liens and other similar restrictions of any nature whatsoever, except (A) such as are set forth on Schedule 6.11, (B) leases, subleases and similar agreements set forth on Schedule 6.16, (C) Buyer Permitted Liens, (D) easements, covenants, rights-of-way and other similar restrictions of record, (E) any conditions that may be shown by a current, accurate survey or readily determined by a physical inspection of any Buyer Property made prior to Closing and (F) (I) zoning, building and other similar restrictions, (II) Liens and other similar restrictions that have been placed by any developer, landlord or other third party on property designation over which the Buyer Parties have easement rights or address on any Buyer Leased Property and subordination or similar agreements relating thereto, and (III) unrecorded easements, covenants, rights-of-way and other similar restrictions, none of each parcel of Leased Real Property. (b) Except as which items set forth in Section 4.10(bclauses (I), (II) of the Seller Disclosure Letterand (III), the Nordic Companies have full title (No. hjemmel og full eiendomsrett; Sw. lagfaren och obligationsrättslig ägare) to the Owned Real Property, free and clear of all Liens, other than Permitted Liens and except in any case as would not individually or in the aggregate have a Material Adverse Effectaggregate, materially impair the continued use and operation of the property to which they relate, as presently conducted. Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, the Nordic Companies have not leased, subleased, licensed, granted a concession or other right or interest to any Person to use or occupy the Owned Real Property or any portion thereof. Other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, as of the Closing (and assuming receipt of any applicable consent set forth in Section 4.5(a) of the Seller Disclosure Letter), (x) the Nordic Companies will have full title to all of the Owned Real Property, free and clear of all Liens, other than Permitted Liens and (y) with respect to the Leased Real Property, the Nordic Companies will hold such Leased Real Property on terms and conditions in all material respects the same as those set forth in the Real Property Leases as of the date hereof, except as would not individually or in the aggregate have a Material Adverse Effect. As of the date hereof, none of Seller, its Affiliates, or the Nordic Companies has received written notice of any pending, and to the Knowledge of Seller, there is no threatened, condemnation proceeding with respect to any Owned Real Property. (c) Except as set forth in Section 4.10(c) of the Seller Disclosure Letter, with respect to each Real Property Lease: (i) such lease is valid, binding and in full force and effect; (ii) the Transactions do not require the consent of any other party to such lease and will not result in a material breach of or default under such lease; (iii) none of the Nordic Companies, norSchedule 6.17, to the Knowledge knowledge of Seller, any other party to the Real Property Leases, is in material breach or default under such lease, and no event has occurred or circumstance exists which, with the delivery of noticeBuyer, the passage current use by Buyer and its Subsidiaries of time the plants, offices and other facilities located on Buyer Property does not violate any local zoning or both, would constitute a material breach or default thereunder; (iv) the Nordic Companies are not currently subleasing, licensing or otherwise granting any Person the right to similar land use or occupy such Leased Real Property or government regulations in any material respect. No condemnation of any material portion thereofof the Buyer Properties has occurred; and (v) as Buyer and its Subsidiaries have not received any notice related to any future or proposed condemnation of any material portion of the date hereof, none of Seller, its Affiliates or the Nordic Companies has received written notice of any pending, and to the Knowledge of Seller, there is no threatened, condemnation proceeding with respect to any Leased Real Property, except in each case as has not or would not have a Material Adverse EffectBuyer Properties.

Title to Real Property. (a) As of the date hereof, Section 4.10(a5.11(a) of the Seller Company Disclosure Letter is accurate in all material respects and sets forth: (i) a true, correct and complete list of all Owned Real Property (including the property designation or address of each parcel of Owned Real Property), and (ii) a true, correct and complete list of all Real Property Leases and the property designation or address of each parcel of Leased Real Property. (b) Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, the Nordic Companies have full title (No. hjemmel og full eiendomsrett; Sw. lagfaren och obligationsrättslig ägare) to the Owned Real Property, free and clear of all Liens, other than Permitted Liens and except in any case as would not individually or in the aggregate have a Material Adverse Effect. Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, the Nordic Companies have not leased, subleased, licensed, granted a concession or other right or interest to any Person to use or occupy the Owned Real Property or any portion thereof. Other than the right of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein. Except as set forth in Section 4.10(b) of the Seller Disclosure Letter, as of the Closing (and assuming receipt of any applicable consent set forth in Section 4.5(a) of the Seller Disclosure Letter), (x) the Nordic Companies will have full title to all of the Owned Real Property, free Company’s and clear of all Liens, other than Permitted Liens and (y) with respect to the Leased Real Property, the Nordic Companies will hold such Leased Real Property on terms and conditions in all material respects the same as those set forth in the Real Property Leases Company Subsidiaries’ real property leases as of the date hereofof this Agreement (collectively, except the “Real Property Leases” and each individually, a “Real Property Lease”). (i) The Company has made available to the Purchaser a true and complete copy (including all amendments or modifications thereto as would not individually or in the aggregate have a Material Adverse Effect. As of the date hereof, none of Seller, its Affiliates, or the Nordic Companies has received written notice this Agreement) of any pending, and to the Knowledge of Seller, there is no threatened, condemnation proceeding with respect to any Owned each Real PropertyProperty Lease. (cii) Except as set forth (A) Each Real Property Lease is in Section 4.10(c) full force and effect, and the Company or one of the Seller Disclosure Letter, Company Subsidiaries holds a valid and existing leasehold interest under each such Real Property Lease; and (B) with respect to each Real Property Lease: (i) such lease is valid, binding and in full force and effect; (ii) the Transactions do not require the consent of any other party to such lease and will not result in a material breach of or default under such lease; (iii) none of the Nordic CompaniesCompany or the Company’s Subsidiaries, nor, or to the Knowledge of SellerCompany’s Knowledge, any other party to thereto is (with or without the Real Property Leaseslapse of time or giving notice, is or both) in material breach or default in any material respect under such leaseReal Property Leases to which such entity is a party. (iii) Neither the Company nor any Company Subsidiary has given any guarantee or indemnity for any liability relating to any Leased Real Property or any previously owned or leased land and building, and no event has occurred which is still in effect. (b) Section 5.11(b) of the Company Disclosure Letter lists the address of any real property owned by the Company or circumstance exists which, with any of the delivery of noticeCompany Subsidiaries (collectively, the passage of time or both“Owned Real Properties” and each individually, would constitute a material breach or default thereunder; an “Owned Real Property”). With respect to the Owned Real Property: (ivi) the Nordic Companies are not currently subleasingCompany or one of the Company Subsidiaries has good and marketable fee simple title, licensing free and clear of all Encumbrances, other than Permitted Encumbrances; and (ii) neither the Company nor any of the Company Subsidiaries has leased or otherwise granting granted to any Person the right to use or occupy such Leased Owned Real Property or any portion thereof; . (c) The Company has made available to the Purchaser a true, correct and (v) as complete copy of all ALTA land title surveys and all title insurance commitments and policies issued to any the Company or any Company Subsidiary that are in the possession or control of the date hereofCompany or any Company Subsidiary and that cover any Owned Real Property or Leased Real Property. (d) There is no pending or, none of Seller, its Affiliates or the Nordic Companies has received written notice of any pending, and to the Knowledge of SellerCompany’s Knowledge, there is no threatened, threatened condemnation proceeding with respect to or other eminent domain Actions affecting any Owned Real Property or Leased Real Property, except or any sale or other disposition of any Owned Real Property or Leased Real Property in each case as has not or would not have a Material Adverse Effectlieu of condemnation.