Common use of Owned and Leased Real Property Clause in Contracts

Owned and Leased Real Property. (a) Schedule 3.11(a)(i) contains a list as of the date of this Agreement of the real property owned in fee by Seller, which includes the real property owned in fee by Seller within the FERC-approved boundaries for the Facilities (the “FERC Boundary Owned Real Property”). Schedule 3.11(a)(ii) contains a description as of the date of this Agreement of the FERC Boundary Owned Real Property. Schedule 3.1(a)(iii) contains a description as of the date of this Agreement of the real property owned in fee by Seller which is subject to the Donation and which is in whole or in part within the FERC-approved boundaries for the Facilities. Seller has made available to Buyer true, correct and complete copies of all deeds that include all real property within the FERC Boundary Owned Real Property. Seller has good and valid title to all FERC Boundary Owned Real Property together with valid title to all rights, privileges, interests, Easements and appurtenances now or hereafter belonging or in any way pertaining to such FERC Boundary Owned Real Property, and to all of the buildings structures and other improvements thereon, free and clear of all Liens other than Permitted Liens. (b) Schedule 3.11(b) contains a true, correct and complete list of all real property leased, subleased or licensed to Seller within the FERC Boundary Owned Real Property (the “Leased Real Property” and, together with the FERC Boundary Owned Real Property, the “Real Property”). Seller has good and valid leasehold, license or use rights with respect to all such Leased Real Property, free and clear of any Liens other than Permitted Liens. Seller has made available to Buyer true and complete copies of all material lease, sublease and license agreements with respect to the Leased Real Property in the possession or control of Seller or any of its Affiliates (collectively, the “Real Property Leases”).

Owned and Leased Real Property. (a) As of the date hereof, the Company does not own any real property. (b) Schedule 3.11(a)(i3.16(b) contains a list attached hereto sets forth, as of the date hereof, the street address of this Agreement each parcel of real property which is leased by the Company as lessee together with the identity of the lessor of such real property owned in fee by Seller, which includes the (all such real property owned in fee by Seller within the FERC-approved boundaries for the Facilities (being hereinafter collectively the “FERC Boundary Owned Leased Real Property”). Except as set forth on Schedule 3.11(a)(ii) contains 3.14(c), to the best of Seller’s knowledge, the Company has a description as of valid and enforceable leasehold interest under the date of this Agreement of lease for the FERC Boundary Owned Leased Real Property. Schedule 3.1(a)(iii) contains Neither Seller or the Company has received any written notice of any default or event that, with notice or lapse of time, or both, would constitute a description as default of any material term of any such real property lease. Prior to the date of this Agreement of the real property owned in fee by Seller which is subject to the Donation and which is in whole or in part within the FERC-approved boundaries for the Facilities. Seller has made available to Buyer hereof, true, correct and complete copies of all deeds that include all real property within each lease of any Leased Real Property have been delivered to Purchaser. Seller is not the FERC Boundary Owned owner, lessor or lessee of any Leased Real Property utilized by the Company. (c) Except: (i) as set forth on Schedule 3.16(c), and (ii) Permitted Encumbrances, there are no leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements to which Seller or the Company is a party, granting to any Person the right to use or occupy any of the Leased Real Property. Seller has good and valid title to all FERC Boundary Owned Except as set forth on Schedule 3.16(c), the Leased Real Property together constitutes all interests in real property currently used or operated by the Company or currently held by the Company for use in connection with valid title to all rights, privileges, interests, Easements and appurtenances now or hereafter belonging or in any way pertaining to such FERC Boundary Owned Real Property, and to all of the buildings structures and other improvements thereon, free and clear of all Liens other than Permitted LiensBusiness. (bd) Schedule 3.11(b) contains a true, correct and complete list of all real property leased, subleased or licensed to Seller within the FERC Boundary Owned The Leased Real Property (and the “improvements are sufficiently supplied in all material respects with utilities and other services as reasonably necessary for the operation of such Leased Real Property and improvements as currently operated. Seller has not received written notice regarding any proceedings in eminent domain or other proceedings pending or, to the knowledge of Seller, threatened, in each case directly affecting any portion of the Leased Real Property” and, together with . Neither Seller nor the FERC Boundary Owned Real Property, Company has received any written notice which remains uncured that the “Real Property”). Seller has good and valid leasehold, license or use rights with respect to all such Leased Real PropertyProperty violates any Law, free and clear zoning or restriction of any Liens other than Permitted Liens. Seller has made available to Buyer true and complete copies of all material lease, sublease and license agreements with respect a Governmental Authority applicable to the Leased Real Property in the possession or control of Seller or any of its Affiliates (collectively, the “Real Property Leases”)Property.

Owned and Leased Real Property. (a) Schedule 3.11(a)(i) contains a list as of Neither the date of this Agreement of Company nor the Subsidiary own any real property owned in fee by Seller, which includes the real property owned in fee by Seller within the FERC-approved boundaries for the Facilities (the “FERC Boundary Owned Real Property (b) Set forth in Schedule 3.11(b), which is to be provided prior to Closing, is a description of each lease under which the Acquired Companies are the lessee of any real property (“Leased Real Property”). Schedule 3.11(a)(ii) contains a description as of the date of this Agreement of the FERC Boundary Owned Real Property. Schedule 3.1(a)(iii) contains a description as of the date of this Agreement of the real property owned in fee by Seller which is subject to the Donation and which is in whole or in part within the FERC-approved boundaries for the Facilities. Seller has The Acquired Companies have made available to Buyer a true, correct and complete copies copy of all deeds that include all real each lease identified on Schedule 3.11(b) which is to be provided prior to Closing. The premises or property within described in such leases are presently occupied or used by the FERC Boundary Owned Real PropertyAcquired Companies as lessee under the terms of such leases. Seller All rentals due under such leases have been paid and there exists no default by the Acquired Companies or by any other party to such leases under the terms of such leases and no event has good and valid title to all FERC Boundary Owned Real Property together with valid title to all rightsoccurred which, privilegesupon passage of time or the giving of notice, interestsor both, Easements and appurtenances now or hereafter belonging or would result in any way pertaining event of default by the Acquired Companies or by any other party to such FERC Boundary Owned Real Propertyleases, or prevent or limit the Acquired Companies from exercising and to obtaining the benefits of any rights or options contained therein. The Acquired Companies have all right, title and interest of the buildings structures and other improvements thereonlessee under the terms of said leases, free and clear of all Liens other than Permitted LiensLiens and, all such leases are valid and in full force and effect. (bc) Schedule 3.11(b) contains a trueAll improvements located on, correct and complete list of all real property leasedthe use presently being made of, subleased or licensed to Seller within the FERC Boundary Owned Real Property (the “Leased Real Property” and, together with the FERC Boundary Owned Real Property, the “Real Property”). Seller has good and valid leasehold, license or use rights with respect to all such Leased Real Property, free and clear of any Liens other than Permitted Liens. Seller has made available to Buyer true and complete copies of all material lease, sublease and license agreements with respect to the Leased Real Property comply with all applicable zoning and building codes, ordinances and regulations and all applicable fire, environmental, occupational safety and health standards and similar standards established by Law and the same use thereof by the Acquired Companies and Buyer following Closing will not result in any violation of any such code, ordinance, regulation or standard. The present use and operation of the possession or control of Seller or any of its Affiliates (collectively, the “Leased Real Property Leases”)does not constitute a non-conforming use and is not subject to a variance. There is no proposed, pending or threatened change in any such code, ordinance, regulation or standard which would have a Material Adverse Effect. (d) No proceeding is pending or, threatened which could adversely affect the zoning classification of the Leased Real Property. (e) There is no condition affecting the Leased Real Property or the improvements located thereon which requires repair or correction to restore the same to reasonable operating condition.

Owned and Leased Real Property. (a) Schedule 3.11(a)(i3.5(a) attached hereto contains a true and complete list of all Real Property owned by each Corporation (the "Owned Realty"). A true, complete and accurate copy of the most recent title policies with respect to the Owned Realty have been delivered to Purchaser (the "Title Policies"). The status of the Owned Realty as of set forth on such Title Policies is true and accurate in all material respects, and no event has occurred since the date of this Agreement any of the real property owned Title Policies which would result in fee by Seller, which includes the real property owned Title Policies not being true and accurate in fee by Seller within the FERC-approved boundaries for the Facilities (the “FERC Boundary Owned Real Property”). Schedule 3.11(a)(ii) contains a description as of the date of this Agreement of the FERC Boundary Owned Real Property. Schedule 3.1(a)(iii) contains a description as of the date of this Agreement of the real property owned in fee by Seller which is subject to the Donation and which is in whole or in part within the FERC-approved boundaries for the Facilities. Seller has made available to Buyer true, correct and complete copies of all deeds that include all real property within the FERC Boundary Owned Real Property. Seller has good and valid title to all FERC Boundary Owned Real Property together with valid title to all rights, privileges, interests, Easements and appurtenances now or hereafter belonging or in any way pertaining to such FERC Boundary Owned Real Property, and to all of the buildings structures and other improvements thereon, free and clear of all Liens other than Permitted Liensmaterial respects. (b) Schedule 3.11(b3.5(b) contains a trueattached hereto lists all contracts for the lease by each Corporation, correct and complete list as lessee, of all real property leased, subleased or licensed to Seller within the FERC Boundary Owned Real Property (the “Leased "Real Property” andProperty Leases"). Except as set forth on Schedule 3.5(b), together with all Real Property Leases are in writing and a copy of each such Real Property Lease has been delivered to Purchaser, and there are no amendments to or modifications of any such Real Property Lease except as set forth on Schedule 3.5(b). Each Corporation has performed all obligations required to be performed by it to date under the FERC Boundary Owned Real Property Leases, and to the Knowledge of the Sellers no other party is in default (or would be in default on the giving of notice or the lapse of time or both) under any Real Property Lease. (c) None of the Real Property is in violation of applicable building or zoning laws, rules or ordinances. There are now in full force and effect for each location of Real Property duly issued certificates of occupancy permitting such Real Property to be legally used and occupied as the same is now constituted. No fact or condition exists that would prohibit or adversely affect ordinary rights of access to and from such Real Property and from and to existing public roadways. No special assessments currently affect the Real Property, and to the “Knowledge of Sellers, there are no planned or public improvements that are reasonably likely to affect adversely the Real Property”). Seller has good and valid leaseholdTo the Knowledge of Sellers, license or use rights with respect to all such Leased Real Property, free and clear neither the whole nor any part of any Liens other than Permitted Liens. Seller has made available to Buyer true and complete copies of all material lease, sublease and license agreements with respect to the Leased Real Property in the possession is subject to any governmental decree or control order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of Seller compensation therefor, nor has any such condemnation, expropriation or any of its Affiliates (collectively, the “Real Property Leases”)taking been proposed.

Owned and Leased Real Property. (a) Schedule 3.11(a)(i3.18(a) contains a sets forth an accurate and complete list as of each Facility, including the name, physical address and brief description of each Facility, and the correct legal name of the date lessor of this Agreement of the real property owned in fee by Seller, which includes the real property owned in fee by Seller within the FERC-approved boundaries for the Facilities (the “FERC Boundary Owned Real Property”). Schedule 3.11(a)(ii) contains a description as of the date of this Agreement of the FERC Boundary Owned Real Property. Schedule 3.1(a)(iii) contains a description as of the date of this Agreement of the real property owned in fee by Seller which is subject to the Donation and which is in whole or in part within the FERC-approved boundaries for the Facilities. Seller has made available to Buyer true, correct and complete copies of all deeds that include all real property within the FERC Boundary Owned Real Property. Seller has good and valid title to all FERC Boundary Owned Real Property together with valid title to all rights, privileges, interests, Easements and appurtenances now or hereafter belonging or in any way pertaining to such FERC Boundary Owned Real Property, and to all of the buildings structures and other improvements thereon, free and clear of all Liens other than Permitted LiensFacility. (b) Schedule 3.11(b3.18(b) contains a true, correct sets forth an accurate and complete list of all real property leased, subleased or licensed to Seller within and interests in real property owned in fee by the FERC Boundary Owned Real Property (the “Leased Real Property” and, together with the FERC Boundary Owned Real Property, the “Real Property”)applicable Seller. The applicable Seller has good and valid leasehold, license or use rights with respect marketable fee simple title to all such Leased the Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. (c) Schedule 3.18(c) sets forth an accurate and complete list of the physical addresses of all of the Leased Real Property and identifies each Tenant Lease under which such Leased Real Property is occupied or used by each Seller, as tenant or subtenant, including the date of and legal name of each of the parties to such Tenant Lease, any Liens security deposit or letter of credit of each Seller held under such Tenant Lease, any Approval required to assign such Tenant Lease to Buyer and any Seller Guarantees provided in connection with each Tenant Lease. Except as set forth on Schedule 3.18(b), with respect to such Leased Real Property: (i) the applicable Tenant Lease is legal, valid, binding and in full force and effect; assuming the due execution of such Tenant Lease by the counterparty; (ii) the assignment of such Tenant Lease will not require the consent of any other party to such Tenant Lease, will not result in a breach of or default under such Tenant Lease, and will not otherwise cause such Tenant Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Effective Time; (iii) there are no ongoing material disputes with respect to such Tenant Lease; (iv) none of any Seller, any Seller Party or to the Knowledge of Sellers, any other party to such Tenant Lease is in material breach or default under such Tenant Lease, and no event has occurred or circumstance exists that, 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 Tenant Lease; (v) no security deposit or letter of credit or portion thereof deposited with respect to such Tenant Lease has been applied in respect of a breach or default under such Tenant Lease that has not been re-deposited in full; and (vi) there are no Encumbrances on the estate or interest created by such Tenant Lease other than Permitted LiensEncumbrances. Sellers hold, and at the Closing Sellers will assign to Buyer or to Buyer’s designated Affiliate, valid leasehold title to all of the Leased Real Property (other than the Leased Real Property for any Leases which are Excluded Assets), free and clear of all Encumbrances other than Permitted Encumbrances. (d) Schedule 3.18(d) sets forth an accurate and complete list and rent roll of all existing Third-Party Leases and Affiliate Leases, including the following information with respect to each: (i) the physical address and premises covered; (ii) the effective date and any amendments thereto; (iii) the legal name of the landlord and the tenant, licensee or occupant; (iv) its term; (v) the rents and other charges payable thereunder; (vi) the rents or other charges in arrears or prepaid thereunder, if any, and the period for which any such rents and other charges are in arrears or have been prepaid; and (vii) the nature and amount of the security deposits or letters of credit currently held by any Seller or any Seller Party pursuant to a Third-Party Lease or Affiliate Lease. (e) Except as set forth on Schedule 3.18(e), with respect to each Third-Party Lease: (i) such Third-Party Lease is legal, valid, binding and in full force and effect; assuming the due execution of such lease by the counterparty; (ii) the execution, delivery and performance by any Seller of this Agreement, and the consummation of the Contemplated Transactions, do not or shall not (as the case may be) require the consent of any other party to such Third-Party Lease, will not result in a breach of or default under such Third-Party Lease, and will not otherwise cause such Third-Party Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) there are no ongoing disputes with respect to such Third-Party Lease; (iv) no Seller nor, to the Knowledge of Sellers, any other party to such Third-Party Lease is in material breach or default under such Third-Party 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 Third-Party Lease; (v) no security deposit or letter of credit or portion thereof deposited with respect to such Third-Party Lease has been applied in respect of a breach or default under such Third-Party Lease that has not been re-deposited in full; and (vi) as of Closing, there will be no Encumbrances on the estate or interest created by such Third-Party Lease other than Permitted Encumbrances. (f) Except as set forth on Schedule 3.18(f), with respect to each Affiliate Lease: (i) such Affiliate Lease is legal, valid, binding and in full force and effect; assuming the due execution of such lease by the counterparty; (ii) the execution, delivery and performance by any Seller of this Agreement, and the consummation of the Contemplated Transactions, do not or shall not (as the case may be) require the consent of any other party to such Affiliate Lease, will not result in a breach of or default under such Affiliate Lease, and will not otherwise cause such Affiliate Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) there are no ongoing disputes with respect to such Affiliate Lease; (iv) no Seller nor any other party to such Affiliate Lease is in breach or default under such Affiliate 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 breach or default, or permit the termination, modification or acceleration of rent under such Affiliate Lease; (v) no security deposit or letter of credit or portion thereof deposited with respect to such Affiliate Lease has been applied in respect of a breach or default under such Affiliate Lease that has not been re-deposited in full; and (vi) as of Closing, there will be no Encumbrances on the estate or interest created by such Affiliate Lease other than Permitted Encumbrances. (g) Sellers have made available to Buyer true accurate and complete copies of the Tenant Leases, the Third-Party Leases, and the Affiliate Leases, in each case, as amended or otherwise modified and in effect, together with all extension notices and other material and available correspondence, notices or memoranda of lease, sublease and license subordination, non-disturbance and attornment agreements related thereto. (h) No Seller has received written notice from any Governmental Authority of, and to the Knowledge of Sellers, there is not: (i) any pending or threatened, condemnation Proceedings affecting the Owned Real Property or the Leased Real Property or any part thereof; (ii) any violation of any Laws (including zoning and land use ordinances, building codes and similar requirements) with respect to the Owned Real Property or the Leased Real Property or any part thereof, which have not heretofore been cured; or (iii) any pending or threatened, injunction, decree, Order, writ or judgment outstanding, nor any claims, litigation, administrative actions or similar Proceedings against any Seller, any Seller Party, or any Owned Real Property or Leased Real Property relating to the ownership, lease, use or occupancy of such Owned Real Property or Leased Real Property or any portion thereof. (i) Except as set forth on Schedule 3.18(i) , as of the Closing Date, there will be no incomplete construction projects affecting the Owned Real Property or Leased Real Property. Except for the Cure Costs, all completed construction projects and other work affecting the Owned Real Property or Leased Real Property will be fully paid for, and there shall be no mechanics’ liens or similar liens or claims which have been filed for such work, labor or material (and no rights outstanding that under applicable Law could give rise to such liens). (j) To the Knowledge of Sellers, there is no pending or contemplated special assessment or reassessment of any parcel included in the possession Leased Real Property that would result in a material increase in the real property Taxes or control of in the rent, additional rent or other sums and charges payable by Seller or any Seller Party under the Tenant Leases. (k) No brokerage or leasing commissions or other compensation are due or payable by any Seller or any Seller Party to any Person, firm, corporation or other entity with respect to, or on account of, any Tenant Lease, any Third-Party Lease or any extensions or renewals thereof. (l) Except as set forth on Schedule 3.18(l), Sellers have not received any written notice that the improvements which are a part of the Leased Real Property, as designed and constructed, do not comply with all Laws applicable thereto, including the Americans with Disabilities Act, as amended, and Section 504 of the Rehabilitation Act of 1973. (m) The existing water, sewer, gas and electricity lines, storm sewer and other utility systems on the Owned Real Property and the Leased Real Property are adequate to serve the utility needs of the Owned Real Property and the Leased Real Property and the Business as currently operated. (n) Except for the Cure Costs, no Seller is in default of its Affiliates (collectivelyobligations or liabilities under any easement, covenant, condition or Encumbrance affecting the Leased Real Property or Owned Real Property, and each Seller has otherwise complied in all material respects with Seller’s obligations under each such agreement, including, without limitation, the “payment as of the Closing Date of any amounts due and payable thereunder, and to Knowledge of Sellers, none of the other parties to such agreements are in default thereunder. (o) Except for the Cure Costs, no Seller is in default of its obligations or liabilities under any easement, covenant, condition or Encumbrance affecting the Leased Real Property Leases”)or Owned Real Property, and each Seller has otherwise complied in all material respects with Seller’s obligations under each such agreement, including, without limitation, the payment as of the Closing Date of any amounts due and payable thereunder, and to Knowledge of Sellers, none of the other parties to such agreements are in default thereunder. (p) The Owned Real Property and the Leased Real Property comprises all of the real property utilized by each Seller in connection with the Business.

Owned and Leased Real Property. (a) Schedule 3.11(a)(i) contains a list as Neither the Company nor any of the date of this Agreement of the real property owned in fee by Seller, which includes the real property owned in fee by Seller within the FERC-approved boundaries for the Facilities (the “FERC Boundary Owned its Subsidiaries own any Real Property”). Schedule 3.11(a)(ii) contains a description as of the date of this Agreement of the FERC Boundary Owned Real Property. Schedule 3.1(a)(iii) contains a description as of the date of this Agreement of the real property owned in fee by Seller which is subject to the Donation and which is in whole or in part within the FERC-approved boundaries for the Facilities. Seller has made available to Buyer true, correct and complete copies of all deeds that include all real property within the FERC Boundary Owned Real Property. Seller has good and valid title to all FERC Boundary Owned Real Property together with valid title to all rights, privileges, interests, Easements and appurtenances now or hereafter belonging or in any way pertaining to such FERC Boundary Owned Real Property, and to all of the buildings structures and other improvements thereon, free and clear of all Liens other than Permitted Liens. (b) Section 3.9(b) of the Disclosure Schedule 3.11(b) contains a true, correct and complete list of lists all real property Real Property that is leased, subleased licensed or licensed to Seller within otherwise used or occupied (but not owned) by the FERC Boundary Owned Real Property Company or any of its Subsidiaries (the “Leased Real Property” and, together with the FERC Boundary Owned Real Property, the “Real Property”). Seller has good , identifying the entity that leases such Leased Real Property and valid leasehold, license or whether such entity subleases to any third parties the use rights with respect to all of any portion of such Leased Real Property. Except as set forth on Section 3.9(b) of the Disclosure Schedule, the entity identified as having an interest in the Leased Real Property listed on Section 3.9(b) of the Disclosure Schedule has a valid and subsisting leasehold interest in such Leased Real Property free and clear of any Liens Encumbrances other than Permitted LiensEncumbrances. Seller has made available to Buyer A true and complete copies correct copy of all material each lease, sublease license or occupancy agreement, and license agreements all amendments thereto, with respect to the Leased Real Property in the possession or control of Seller or any of its Affiliates (collectively, the “Real Property Leases”)) has been delivered to Parent in the Data Room, and no changes have been made to any Real Property Leases since the date of such delivery. All of the Leased Real Property is used or occupied by the Company or the Subsidiary identified in Section 3.9(b) of the Disclosure Schedule pursuant to a Real Property Lease. With respect to each Real Property Lease: (i) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a breach or default under such Real Property Lease that has not been redeposited in full and (ii) the operation of the business of the Company and any Subsidiary as it is currently conducted at such location does not violate such Real Property Lease. The Leased Real Property is (i) in good condition and repair (subject to normal wear and tear) and (ii) sufficient for the operation of the business of the Company and its Subsidiaries as it is currently conducted. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property. Neither the Company nor any Subsidiary has received any notice of any pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property, and to the Knowledge of the Company and the Subsidiaries, no such proceeding is threatened or contemplated.

Owned and Leased Real Property. (a) Schedule 3.11(a)(iSet forth in Section 3.12(a) contains of the Disclosure Letter is a list as of the date of this Agreement of the real property owned in fee by Seller, which includes the real property owned in fee by Seller within the FERC-approved boundaries for the Facilities Company (the “FERC Boundary Owned Real Property”) together with the legal description of each parcel of Owned Real Property, a description of the title insurance policy or other evidence of title issued with respect thereto and a description of the type of use of each such parcel. Except for Permitted Liens and easements and Liens set forth in Section 3.12(a) of the Disclosure Letter, none of which are substantial in character or amount and none of which detract from the value or interfere with the use of the property in any material way, the Company has good and marketable title to the Owned Real Property free and clear of all options, leases, covenants, conditions, easements, agreements, claims, and other Liens of every kind and there exists no restriction or limitation on the use or transfer of such property. Seller has no interest in or any right or obligation to acquire any interest in the Owned Real Property. (b) Set forth in Section 3.12(b) of the Disclosure Letter hereto is a description of each lease under which the Company is the lessee of any real property (“Leased Real Property”). Schedule 3.11(a)(ii) contains a description as of the date of this Agreement of the FERC Boundary Owned Real Property. Schedule 3.1(a)(iii) contains a description as of the date of this Agreement of the real property owned in fee by Seller which is subject to the Donation and which is in whole or in part within the FERC-approved boundaries for the Facilities. Seller The Company has made available to Buyer a true, correct and complete copies copy of all deeds that include all real each lease identified on Section 3.12(b) of the Disclosure Letter. The premises or property within described in such leases are presently occupied or used by the FERC Boundary Owned Real PropertyCompany as lessee under the terms of such leases. Seller All rentals due under such leases have been paid and there exists no default by the Company or by any other party to such leases under the terms of such leases and no event has good and valid title to all FERC Boundary Owned Real Property together with valid title to all rightsoccurred which, privilegesupon passage of time or the giving of notice, interestsor both, Easements and appurtenances now or hereafter belonging or would result in any way pertaining event of default by the Company or by any other party to such FERC Boundary Owned Real Propertyleases, or prevent or limit the Company from exercising and to obtaining the benefits of any rights or options contained therein. The Company has all right, title and interest of the buildings structures and other improvements thereonlessee under the terms of said leases, free and clear of all Liens other than Permitted LiensLiens and to Seller’s knowledge all such leases are valid and in full force and effect. (bc) Schedule 3.11(bTo Seller’s knowledge, all improvements located on, and the use presently being made of, the Real Property comply with all applicable zoning and building codes, ordinances and regulations and all applicable fire, environmental, occupational safety and health standards and similar standards established by Law and the same use thereof by the Company and Buyer following Closing will not result in any violation of any such code, ordinance, regulation or standard. To Seller’s knowledge, the present use and operation of the Real Property does not constitute a non-conforming use and is not subject to a variance. To Seller’s knowledge, there is no proposed, pending or threatened change in any such code, ordinance, regulation or standard which would have a Material Adverse Effect. (d) contains a trueAt and after the Closing, correct the Company shall have all rights, easements and complete list agreements necessary for the use and maintenance of all real water, gas, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the Real Property. No proceeding is pending or, to Seller’s knowledge, threatened which could adversely affect the zoning classification of the Real Property. (e) There is no unpaid property leasedTax, subleased levy or licensed to Seller within assessment against the FERC Boundary Owned Real Property (except for Liens relating to Taxes not yet due and payable), nor is there pending or threatened any condemnation proceeding against the “Leased Real Property or any portion thereof. To Seller’s knowledge, no part of any improvements on the Real Property encroaches upon any property adjacent thereto or upon any easement, nor is there any encroachment or overlap upon the Real Property” and. (f) To Seller’s knowledge, together with there is no condition affecting the FERC Boundary Owned Real Property, the “Real Property”). Seller has good and valid leasehold, license or use rights with respect to all such Leased Real Property, free and clear of any Liens other than Permitted Liens. Seller has made available to Buyer true and complete copies of all material lease, sublease and license agreements with respect to the Leased Real Property in or the possession improvements located thereon which requires repair or control of Seller or any of its Affiliates (collectively, correction to restore the “Real Property Leases”)same to reasonable operating condition.