Common use of Real Property; Personal Property Clause in Contracts

Real Property; Personal Property. (a) Set forth on Schedule 4.18(a) is a complete and accurate list of all real property owned in fee title by the Company or its Subsidiaries (the “Fee Properties”). (b) Set forth on Schedule 4.18(b) is a complete and accurate list of all real property leased by the Company or any of its Subsidiaries (the “Leased Properties”). (c) Set forth on Schedule 4.18(c) is a complete and accurate list of all Rights of Way used or held for use by the Company and its Subsidiaries (the “Company Rights of Way”). (d) Except as set forth on Schedule 4.18(g) and for Permitted Encumbrances, the Company or its Subsidiaries has good and marketable beneficial title (in accordance with the terms of the applicable Contract associated therewith) or record title to, or where applicable a valid leasehold interest in, the Fee Properties, Leased Properties and Company Rights of Way. (e) Except for the matters set forth on Schedule 4.18(g), the Fee Properties, Leased Properties and Company Rights of Way constitute all of the real property rights necessary to operate the Gathering System (including the construction, use, operation and maintenance thereof) in the manner such Gathering System is currently being constructed, to the extent not fully constructed as of the Execution Date, and operated (including the construction to the extent not fully constructed as of the Execution Date, use, operation and maintenance thereof) as of the Execution Date. (f) Neither the Company nor any Subsidiary, as applicable, is or with the giving of notice or passage of time would be, in default in any material respect of any Contracts and agreements that vest title in the Company Group as to the Leased Properties and the Company Rights of Way. As of the Closing Date, one or more of Seller, members of the Company Group, or Frontier has made available to Purchaser copies that are in all material respects true, correct and complete of all material deeds, leases, easements, licenses and other documents and instruments that vest title in the Company (or applicable Subsidiary) to the Fee Properties, Leased Properties and Company Rights of Way (but excluding any other instruments constituting any of the Company Group’s chain of title to the Fee Properties, Leased Properties and Company Rights of Way). (g) Except as set forth on Schedule 4.18(g), the Leased Properties and Company Rights of Way underlying the Gathering System, taken together, establish a continuous right-of-way along the route of the Gathering System that is free from any gaps that would reasonably be expected to have a material adverse effect on Purchaser’s ability to own and operate the Gathering System. In addition, the Gathering System is located within the boundaries of property rights of the Company and its Subsidiaries under the Fee Properties, Leased Properties and Company Rights of Way. (h) Subject to Permitted Encumbrances, the Company and each of its Subsidiaries has good and marketable record title or beneficial title (in accordance with the terms of the applicable Contract associated therewith) to, or a valid leasehold interest or sub-leasehold interest in, its respective tangible personal properties and assets (other than the Fee Properties, Leased Properties and Company Rights of Way) that are included in the Assets that are used, or held for use, in the conduct of the Business. Notwithstanding anything in this Section 4.18 to the contrary, after the Title Curative Deadline, the title curative actions set forth on Schedule 7.15 shall be disregarded from Schedule 4.18 for all purposes of Article 12.

Real Property; Personal Property. (a) Set forth on Schedule 4.18(a) is a complete and accurate list of all real property owned in fee title by the Company or its Subsidiaries (the “Fee Properties”). (b) Set forth on Schedule 4.18(b) is a complete and accurate list of all real property leased by the Company or any of its Subsidiaries (the “Leased Properties”). (c) Set forth on Schedule 4.18(c) is a complete and accurate list of all Rights of Way used or held for use by the Company and its Subsidiaries (the “Company Rights of Way”). (d) Except as set forth on Schedule 4.18(g) and for Permitted Encumbrances, the Company or its Subsidiaries has good and marketable beneficial title (in accordance with the terms of the applicable Contract associated therewith) or record title to, or where applicable a valid leasehold interest in, the Fee Properties, Leased Properties and Company Rights of Way. (e) Except for the matters set forth on Schedule 4.18(g), the Fee Properties, Leased Properties and Company Rights of Way constitute all of the real property rights necessary to operate the Gathering System (including the construction, use, operation and maintenance thereof) in the manner such Gathering System is currently being constructed, to the extent not fully constructed as of the Execution Date, and operated (including the construction to the extent not fully constructed as of the Execution Date, use, operation and maintenance thereof) as of the Execution Date. (f) Neither the Company nor any Subsidiary, as applicable, is or with the giving of notice or passage of time would be, in default in any material respect of any Contracts and agreements that vest title in the Company Group as to the Leased Properties and the Company Rights of Way. As of the Closing Date, Date one or more of Seller, members of the Company Group, Group or Frontier Concho has made available to Purchaser copies that are in all material respects true, correct and complete of all material deeds, leases, easements, licenses and other documents and instruments that vest title in the Company (or applicable Subsidiary) to the Fee Properties, Leased Properties and Company Rights of Way (but excluding any other instruments constituting any of the Company Group’s chain of title to the Fee Properties, Leased Properties and Company Rights of Way). (g) Except as set forth on Schedule 4.18(g), the Leased Properties and Company Rights of Way underlying the Gathering System, taken together, establish a continuous right-of-way along the route of the Gathering System that is free from any gaps that would reasonably be expected to have a material adverse effect on Purchaser’s ability to own and operate the Gathering System. In addition, the Gathering System is located within the boundaries of property rights of the -29- Company and its Subsidiaries under the Fee Properties, Leased Properties and Company Rights of Way. (h) Subject to Permitted Encumbrances, the Company and each of its Subsidiaries has good and marketable record title or beneficial title (in accordance with the terms of the applicable Contract associated therewith) to, or a valid leasehold interest or sub-leasehold interest in, its respective tangible personal properties and assets (other than the Fee Properties, Leased Properties and Company Rights of Way) that are included in the Assets that are used, or held for use, in the conduct of the Business. Notwithstanding anything in this Section 4.18 to the contrary, after the Title Curative Deadline, the title curative actions set forth on Schedule 7.15 shall be disregarded from Schedule 4.18 for all purposes of Article 12.

Real Property; Personal Property. (a) Set forth on Schedule 4.18(a) is a complete and accurate list of all real property owned in fee title by Neither the Company nor any Company Subsidiary owns or its Subsidiaries (the “Fee Properties”)has ever owned any real property. (b) Set Section 4.15(b) of the Company Disclosure Letter sets forth on Schedule 4.18(b) is a true, correct and complete and accurate list of all real property leased by existing leases, subleases and other agreements (the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Company Leased PropertiesReal Property”). The Company has made available to Parent true, correct and complete copies of all Company Real Property Leases (including all modifications, amendments, supplements, waivers and side letters thereto). Each Company Real Property Lease is valid, binding and in full force and effect and enforceable against the Company or Company Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with its terms, except to the extent such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws nor or hereafter in effect relating to creditors’ rights generally, and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at Law or in equity). Each Company Real Property Lease has sufficient remaining term thereunder (taking into account any available unexercised renewal or extension options for additional term) to allow the Company and the Company Subsidiaries to continue operations without interruption in the normal course of business. None of the Company or any of the Company Subsidiaries is (with or without notice or lapse of time, or both) in breach or default under any Company Real Property Lease in any material respect. (c) Set forth on Schedule 4.18(cNone of the Company or any of the Company Subsidiaries is (with or without notice or lapse of time, or both) in breach or default under any Company Real Property Lease in any material respect. To the Knowledge of the Company, no landlord under any Company Real Property Lease is (with or without notice or lapse of time, or both) in breach or default thereunder. Neither of the Company nor any of the Company Subsidiaries has received any notice of default under any Company Real Property Lease which has not been fully cured and corrected. The Company or a complete Company Subsidiary has a good and accurate list valid leasehold interest in the Company Leased Real Property free and clear of all Rights Liens, except for (A) those reflected or reserved against in the balance sheet of Way the Company as of June 30, 2020 included in the Company Form 10-Q and (B) Company Permitted Liens. Neither the Company nor a Company Subsidiary has subleased, assigned, licensed or permitted the use or occupancy of all or any part of the Company Leased Real Property by any other party. (d) There are no condemnation proceedings pending, or to the Knowledge of the Company, threatened affecting any portion of the Company Leased Real Property. To the Knowledge of the Company, there are (i) no material defaults under any easements, covenants, restrictions or similar matters affecting any portion of the Company Leased Real Property, (ii) no lawsuits or administrative actions or proceedings alleging violations of any Laws by any Company Leased Real Property, and (iii) no actual or threatened special assessments or reassessments of the Company Leased Real Property, and, in each case, neither the Company nor any Company Subsidiary has received any written notice thereof. Neither the Company nor any Company Subsidiary has granted to any Person any option or right of first refusal to purchase or acquire or lease any portion of the Company Leased Real Property. (e) The Company or one of the Company Subsidiaries has legal title to, or a valid and enforceable right to use, all equipment and other tangible personal property that is used or held for use by in the Company and its Subsidiaries (operation of the “Company Rights business of Way”). (d) Except as set forth on Schedule 4.18(g) and for Permitted Encumbrances, the Company or its Subsidiaries applicable Company Subsidiary in the ordinary course of business, in each case, free and clear of any and all Liens except Company Permitted Liens or Liens that will be released at or before the Effective Time. Such equipment and other tangible personal property is all of the equipment and other tangible personal property that is necessary and sufficient for the operation of the business of the Company or applicable Company Subsidiary in the ordinary course of business as presently conducted or as presently expected to be conducted. All of such equipment and other tangible personal property has good and marketable beneficial title (been maintained in accordance with the terms of the applicable Contract associated therewith) or record title tonormal industry practice, or where applicable a valid leasehold interest inis in good operating condition and repair (normal wear and tear excepted), the Fee Properties, Leased Properties and Company Rights of Way. (e) Except is suitable for the matters set forth on Schedule 4.18(g), the Fee Properties, Leased Properties and Company Rights of Way constitute all of the real property rights necessary to operate the Gathering System (including the construction, use, operation and maintenance thereof) in the manner such Gathering System purposes for which it presently is currently being constructed, to the extent not fully constructed as of the Execution Date, and operated (including the construction to the extent not fully constructed as of the Execution Date, use, operation and maintenance thereof) as of the Execution Dateused. (f) Neither the Company nor any Subsidiary, as applicable, is or with the giving of notice or passage of time would be, in default in any material respect of any Contracts and agreements that vest title in the Company Group as to the Leased Properties and the Company Rights of Way. As of the Closing Date, one or more of Seller, members of the Company Group, or Frontier has made available to Purchaser copies that are in all material respects true, correct and complete of all material deeds, leases, easements, licenses and other documents and instruments that vest title in the Company (or applicable Subsidiary) to the Fee Properties, Leased Properties and Company Rights of Way (but excluding any other instruments constituting any of the Company Group’s chain of title to the Fee Properties, Leased Properties and Company Rights of Way). (g) Except as set forth on Schedule 4.18(g), the Leased Properties and Company Rights of Way underlying the Gathering System, taken together, establish a continuous right-of-way along the route of the Gathering System that is free from any gaps that would reasonably be expected to have a material adverse effect on Purchaser’s ability to own and operate the Gathering System. In addition, the Gathering System is located within the boundaries of property rights of the Company and its Subsidiaries under the Fee Properties, Leased Properties and Company Rights of Way. (h) Subject to Permitted Encumbrances, the Company and each of its Subsidiaries has good and marketable record title or beneficial title (in accordance with the terms of the applicable Contract associated therewith) to, or a valid leasehold interest or sub-leasehold interest in, its respective tangible personal properties and assets (other than the Fee Properties, Leased Properties and Company Rights of Way) that are included in the Assets that are used, or held for use, in the conduct of the Business. Notwithstanding anything in this Section 4.18 to the contrary, after the Title Curative Deadline, the title curative actions set forth on Schedule 7.15 shall be disregarded from Schedule 4.18 for all purposes of Article 12.

Real Property; Personal Property. (a) Set Section 4.8(a) of the Company Disclosure Schedule sets forth on Schedule 4.18(a) is a complete and accurate correct list as of the date of this Agreement of all real property owned in fee title by the Company or its Subsidiaries any Company Subsidiary (collectively, the “Fee PropertiesOwned Real Property”)) and, for each parcel of Owned Real Property, identifies the street address of such Owned Real Property. (b) Set Section 4.8(b) of the Company Disclosure Schedule sets forth on Schedule 4.18(b) is a complete and accurate correct list as of the date of this Agreement of all real property leased leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the “Leased Real Property”) and, for each parcel of Leased Real Property, identifies the street address of such Leased Real Property. The Company has made available to Parent complete and correct copies of all Real Property Leases (including all amendments thereto). (c) The Company and/or one or more of the Company Subsidiaries as applicable has good fee simple title to all Owned Real Property and, to the Company’s Knowledge, enjoys peaceful and undisturbed possession of all Leased Real Property, in each case free and clear of all Liens other than Permitted Liens. (d) Except (i) as set forth on Section 4.8(d) of the Company Disclosure Schedule, (ii) for the Real Property Leases and (iii) for Permitted Liens, as of the date of this Agreement, none of the Owned Real Properties or Leased Real Properties is subject to any lease, sublease, license or other agreement granting to any Person (other than the Company or any Company Subsidiary) any right to the use or occupancy of such Owned Real Property or Leased Real Property or any part thereof (other than temporary rights granted to third parties in the course of performing maintenance and other similar tasks in the ordinary course of business). (e) Each of the Company and the Company Subsidiaries has good title to, or a valid leasehold interest in, or contractual right to use, or with respect to licensed assets, a valid license to use, the tangible personal assets and properties used or held for use by it in connection with the conduct of its business as conducted on the date of this Agreement, free and clear of all Liens other than Permitted Liens. (f) Except as set forth in Section 4.8(f) of the Company Disclosure Schedule, (i) each Real Property Lease is valid, binding and in full force and effect and there are no material, ongoing disputes with respect to such Real Property Lease; and (ii) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries is in material breach of or default under, or has received written notice of any material breach of or default under, any Real Property Lease, and, to the Company’s Knowledge, no event has occurred that with notice or lapse of time or both would constitute a material breach or default thereunder by the Company or any of its Subsidiaries (the “Leased Properties”). (c) Set forth on Schedule 4.18(c) is a complete and accurate list of all Rights of Way used or held for use by the Company and its Subsidiaries (the “Company Rights of Way”). (d) Except as set forth on Schedule 4.18(g) and for Permitted Encumbrances, the Company or its Subsidiaries has good and marketable beneficial title (in accordance with the terms of the applicable Contract associated therewith) or record title to, or where applicable a valid leasehold interest in, the Fee Properties, Leased Properties and Company Rights of Way. (e) Except for the matters set forth on Schedule 4.18(g), the Fee Properties, Leased Properties and Company Rights of Way constitute all of the real property rights necessary to operate the Gathering System (including the construction, use, operation and maintenance thereof) in the manner such Gathering System is currently being constructed, to the extent not fully constructed as of the Execution Date, and operated (including the construction to the extent not fully constructed as of the Execution Date, use, operation and maintenance thereof) as of the Execution Date. (f) Neither the Company nor any Subsidiary, as applicable, is or with the giving of notice or passage of time would be, in default in any material respect of any Contracts and agreements that vest title in the Company Group as to the Leased Properties and the Company Rights of Way. As of the Closing Date, one or more of Seller, members of the Company Group, or Frontier has made available to Purchaser copies that are in all material respects true, correct and complete of all material deeds, leases, easements, licenses and other documents and instruments that vest title in the Company (or applicable Subsidiary) to the Fee Properties, Leased Properties and Company Rights of Way (but excluding any other instruments constituting any party thereto or permit the termination, modification or acceleration of the Company Group’s chain of title to the Fee Properties, Leased Properties and Company Rights of Way)rent under such Real Property Lease. (g) Except as set forth on Schedule 4.18(g), the Leased Properties and Company Rights of Way underlying the Gathering System, taken together, establish a continuous right-of-way along the route of the Gathering System that is free from any gaps that would reasonably be expected to have a material adverse effect on Purchaser’s ability to own and operate the Gathering System. In addition, the Gathering System is located within the boundaries of property rights of the Company and its Subsidiaries under the Fee Properties, Leased Properties and Company Rights of Way. (h) Subject to Permitted Encumbrances, the Company and each of its Subsidiaries has good and marketable record title or beneficial title (in accordance with the terms of the applicable Contract associated therewith) to, or a valid leasehold interest or sub-leasehold interest in, its respective tangible personal properties and assets (other than the Fee Properties, Leased Properties and Company Rights of Way) that are included in the Assets that are used, or held for use, in the conduct of the Business. Notwithstanding anything in this Section 4.18 to the contrary, after the Title Curative Deadline, the title curative actions set forth on Schedule 7.15 shall be disregarded from Schedule 4.18 for all purposes of Article 12.

Real Property; Personal Property. (i) Schedule 4I(i) of the Company Disclosure Letter sets forth a true and complete list of each parcel of Owned Real Property (other than ▇▇▇ ▇▇▇▇▇▇▇ Creek Terminal Property). The Company owns and has good and marketable fee title to all of the Owned Real Property (other than severed oil, gas and/or mineral rights and other hydrocarbon interests), free and clear of all Liens other than Permitted Liens. Seller has delivered or made available to Buyer copies of the deeds or other instruments conveying title in the Owned Real Property to the Company to the extent in the possession or control of Seller or any Affiliate thereof. (ii) Schedule 4I(ii) of the Company Disclosure Letter sets forth a true and complete list of all Leases (together with any amendments or modifications thereto) for each parcel of Leased Real Property (other than ▇▇▇ ▇▇▇▇▇▇▇ Creek Terminal Property). Except as set forth on Schedule 4I(ii) of the Company Disclosure Letter, the Company has a valid, binding and enforceable leasehold interest in the Leased Real Property subject to the terms and conditions of each Lease, free and clear of all Liens other than Permitted Liens. The Company is in possession of each parcel of Leased Real Property necessary to operate the Company’s business as currently being conducted as of the date of this Agreement. Seller has delivered or made available to Buyer copies of all Leases to the extent in the possession or control of Seller or any Affiliate thereof. (iii) The Company Real Property constitutes all of the real property interests necessary for (a) Set the conduct of the Company’s business, in all material respects, and (b) the ownership and operation of the Company’s assets in connection with the operation of the Company’s business, each as currently being conducted as of the date of this Agreement. (iv) Except (a) as set forth on Schedule 4.18(a4I(iv) is of the Company Disclosure Letter, (b) as of the date of this Agreement, as set forth on Schedule 4I(iv)(A) and Schedule 4I(iv)(B) of the Company Disclosure Letter, (c) Permitted Liens and (d) as would not materially and adversely affect the business of the Company, the Company has or, as of the Closing, will have a complete valid and accurate list of all enforceable real property interest in all easements, rights-of-way, permits, licenses, land use permits and other similar agreements granting rights in the owned in fee title real property of another Person held by the Company or its Subsidiaries necessary to conduct the Company’s business as currently being conducted as of the date of this Agreement (the “Fee PropertiesAdditional Property Interests”)) and each Additional Property Interests is a valid and binding on the Company and, to Seller’s Knowledge, the grantor thereunder. Except as set forth on Schedule 4I(iv) of the Company Disclosure Letter, (I) the Company is not in material default under any Additional Property Interest, (II) to Seller’s Knowledge, no grantor of any such Additional Property Interest is in default thereunder, and (iii) no event has occurred that constitutes a material default or, with lapse of time or giving of notice or both, would constitute a material default under any of the Additional Property Interests. (v) To Seller’s Knowledge and except as would not materially and adversely affect the business of the Company, there is no part of the Company’s pipeline systems that are not located within the boundaries of or under a (a) parcel of Owned Real Property or Leased Real Property or (b) Set parcel of real property pursuant to an Additional Property Interest. (vi) Except (a) as set forth on Schedule 4.18(b4I(vi) is a complete of the Company Disclosure Letter or (b) for Permitted Liens, the Company has good and accurate list valid title to, free and clear of all real Liens, or has the right to use, all of the personal property leased by necessary for the conduct of the business of the Company or any and in the ownership and operation of its Subsidiaries (assets in connection with the “Leased Properties”)operation of the Company’s business, each as currently being conducted as of the date of this Agreement. (c) Set forth on Schedule 4.18(c) is a complete and accurate list of all Rights of Way used or held for use by the Company and its Subsidiaries (the “Company Rights of Way”). (dvii) Except as set forth on Schedule 4.18(g4I(vii) and for Permitted Encumbrancesof the Company Disclosure Letter, the Company or its Subsidiaries has Company’s pipelines and related machinery, equipment, buildings, structures and improvements are, in all material respects, in good repair, working order and marketable beneficial title (in accordance with operating condition for facilities of a similar age and adequate to operate the terms business of the applicable Contract associated therewith) or record title toCompany as currently being conducted as of the date of this Agreement, or where applicable a valid leasehold interest in, the Fee Properties, Leased Properties ordinary wear and Company Rights of Waytear excepted. (eviii) Except for the matters set forth on Schedule 4.18(g), the Fee Properties, Leased Properties and Company Rights of Way constitute all of the real property rights necessary to operate the Gathering System There (including the construction, use, operation and maintenance thereofa) in the manner such Gathering System is currently being constructedno pending or, to the extent not fully constructed as Knowledge of the Execution DateSeller, and operated threatened, condemnation of any Owned Real Property or (including the construction b) to the extent not fully constructed as Knowledge of Seller, pending or threatened condemnation of any Leased Real Property or any real property in which the Execution Date, use, operation and maintenance thereof) as of the Execution DateCompany has an Additional Property Interest. (f) Neither the Company nor any Subsidiary, as applicable, is or with the giving of notice or passage of time would be, in default in any material respect of any Contracts and agreements that vest title in the Company Group as to the Leased Properties and the Company Rights of Way. As of the Closing Date, one or more of Seller, members of the Company Group, or Frontier has made available to Purchaser copies that are in all material respects true, correct and complete of all material deeds, leases, easements, licenses and other documents and instruments that vest title in the Company (or applicable Subsidiary) to the Fee Properties, Leased Properties and Company Rights of Way (but excluding any other instruments constituting any of the Company Group’s chain of title to the Fee Properties, Leased Properties and Company Rights of Way). (gix) Except as set forth on Schedule 4.18(g), the Leased Properties and Company Rights of Way underlying the Gathering System, taken together, establish a continuous right-of-way along the route of the Gathering System that is free from any gaps that would reasonably be expected to have a material adverse effect on Purchaser’s ability to own and operate the Gathering System. In addition, the Gathering System is located within the boundaries of property rights 4I(ix) of the Company and its Subsidiaries under the Fee Properties, Leased Properties and Company Rights of Way. (h) Subject to Permitted EncumbrancesDisclosure Letter, the Company and each is not obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of its Subsidiaries has good and marketable record title or beneficial title (interest in accordance with the terms of the applicable Contract associated therewith) to, or a valid leasehold interest or sub-leasehold interest in, its respective tangible personal properties and assets (other than the Fee Properties, Leased Properties and any Company Rights of Way) that are included in the Assets that are used, or held for use, in the conduct of the Business. Notwithstanding anything in this Section 4.18 to the contrary, after the Title Curative Deadline, the title curative actions set forth on Schedule 7.15 shall be disregarded from Schedule 4.18 for all purposes of Article 12Real Property.