Common use of Contributed Assets Clause in Contracts

Contributed Assets. (a) The Contributed Assets, when considered together with the Lease and the services provided by P66 Company and its Affiliates pursuant to the Omnibus Agreement, the Operational Services Agreement, the Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale) are sufficient to conduct the Businesses in a manner materially consistent with the Financial and Operational Information. (b) P66 Company or its Affiliates are, and as of the Effective Date, the Partnership will be, the owners of such valid easement rights, leasehold and/or fee ownership interests (including rights of way) in and to the lands on which any Contributed Assets are located that, when considered together with the Lease and the services provided by P66 Company and its Affiliates pursuant to the Omnibus -14- Agreement, the Operational Services Agreement, Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale), are sufficient to enable the Partnership to use or operate the Contributed Assets in substantially the same manner that the Contributed Assets were used and operated historically by P66 Company and its Affiliates or as such Contributed Assets are intended to be used and operated as of the Effective Date or when fully constructed as contemplated by the Transaction Documents, P66 Company or its Affiliates have, and as of the Effective Date, the Partnership will have, valid and insurable title in fee to all real property and interests in real property constituting part of the Contributed Assets and purported to be owned in fee, and good and valid title to the leasehold estates in all other real property and interests in real property (including rights of way) constituting part of the Contributed Assets, in each case except as would not have a Material Adverse Effect. P66 Company or its Affiliates own, and as of the Effective Date, the Partnership will own, all such real property and interests in real property free and clear of any Liens except (i) those set forth in Schedule 3.8, (ii) mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business that are not yet delinquent or can be paid without penalty or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company in accordance with U.S. generally accepted accounting principles, (iii) Liens for current Taxes that are not yet due and payable or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company in accordance with U.S. generally accepted accounting principles and (iv) other imperfections of title or encumbrances that, individually or in the aggregate, could not reasonably be expected to materially interfere with the ordinary conduct of the Businesses (the Liens described in clauses (i), (ii), (iii) and (iv) above, being referred to collectively as “Permitted Liens”). P66 Company or its Affiliates have, and as of the Effective Date, the Partnership will have, all material consents, licenses and permits necessary (i) to allow the Cross Channel Pipeline to cross the roads, waterways, railroads and other areas upon which any portion of the Cross Channel Pipeline are located or are to be located, and (ii) to allow for ingress and egress to and from the Bayway Rail Rack, the Ferndale Rail Rack and the Cross Channel Connector Project. (c) P66 Company or its Affiliates have, and as of the Effective Date, the Partnership will have, good and marketable title to all tangible personal property included in the Contributed Assets, free and clear of all Liens except Permitted Liens, other than tangible personal property owned on the date of this Agreement but subsequently sold or otherwise disposed of in the ordinary course of business consistent with prior practice. All tangible personal property included in the Contributed Assets is, in the aggregate, in good operating condition and repair (normal wear and tear excepted) and has been maintained in accordance with applicable laws and regulations, as well as generally accepted industry practice, and is sufficient for the purposes for which it is currently being used or held for use.

Contributed Assets. (a) The Contributed Assets, when considered together with the Lease Assets and the services provided by P66 Company SPPR and its Affiliates pursuant to the Terminalling, Transportation and Storage Services Agreement, the Omnibus Agreement, the Operational Services Agreement, the Shared Services Agreement (Bayway), and the Shared Services Access Agreement (Ferndale) are sufficient to conduct own and operate the Businesses Contributed Assets and related business in a manner materially consistent with SPPR’s ownership and operation of the Financial Contributed Assets and Operational Informationrelated business as owned and operated during the prior twelve months or such shorter time period as the Contributed Assets have been operational. (b) P66 Company Schedule 3.7(b)-1 sets forth all of the real property owned or its Affiliates areleased or held or otherwise used under a Required Right in connection with the ownership and operation of the Contributed Assets and related business as owned and operated during the prior twelve months or such shorter time period as the Contributed Assets have been owned by SPPR and operational, including the Cottage Grove Deed Property and the Refinery Deed Property (collectively, the “Real Property”), and indicates whether such Real Property is owned, leased or held or used under a Required Right. Except as set forth in Schedule 3.7(b)-1, SPPR has, and as of the Effective DateClosing, the Partnership or its Affiliate will behave, the owners of such valid easement rightsgood and marketable title in fee to all owned Real Property, leasehold and/or fee ownership interests (including rights of way) in and except as would not have a Material Adverse Effect; however, with respect to the lands on which any Contributed Assets are located Refinery Deed Property, (A) the Partnership acknowledges that, when considered together with the Lease and the services provided by P66 Company and its Affiliates pursuant to the Omnibus -14- Agreement, the Operational Services Agreement, Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale), are sufficient to enable the Partnership to use or operate the Contributed Assets in substantially the same manner that the Contributed Assets were used and operated historically by P66 Company and its Affiliates or as such Contributed Assets are intended to be used and operated as of the Effective Date Closing, the Refinery Deed may not be recorded, and thus, third parties will not be on notice of the conveyance of the Refinery Deed Property from SPPR to WRT and (B) if there is a breach by SPPR and/or Western regarding the warranty of marketable title with respect to the Refinery Deed Property from the Closing through the date on which one or when fully constructed more deeds is recorded in the applicable real property recording office with respect to the applicable portion of the Refinery Deed Property that constitutes a Standalone Lot, then SPPR and/or Western shall have 30 days following receipt of written notice of such breach within which to cure the alleged breach of the warranty of marketable title. Except as contemplated by the Transaction Documentsset forth in Schedule 3.7(b)-1, P66 Company or its Affiliates haveSPPR has, and as of the Effective DateClosing, the Partnership or its Affiliate will have, valid and insurable title in fee to all real property and leasehold interests in real property constituting part of the Contributed Assets and purported to be owned in fee, and good all leased Real Property and valid title rights-of-way (or similar property rights) related to the leasehold estates in all property underlying the Pipeline or other real property rights and interests in real property (including rights of way) constituting part of the Contributed Assetsright to use all Real Property held or used under a Required Right, in each case case, except as would not have a Material Adverse Effect. P66 Company SPPR owns, leases or its Affiliates ownholds, and as of the Effective DateClosing, the Partnership or its Affiliate will own, lease or hold, all such real property and interests in real property Real Property free and clear of any Liens except (i) those set forth in Schedule 3.83.7(b)-2, (ii) mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business consistent with past practices and that are not yet delinquent or can be paid without penalty or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company in accordance with U.S. generally accepted accounting principles, (iii) Liens for current Taxes that are not yet due and payable or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company in accordance with U.S. generally accepted accounting principles principles, (iv) Liens securing Debt of Western or any of its Subsidiaries that will be released (a) prior to or as of the Closing or (b) within sixty (60) days following the Closing Date, pursuant to Section 5.8, so long as they are released within such sixty (60) day period, and (ivv) other imperfections of title or encumbrances thatencumbrances, that would not, individually or in the aggregate, could not reasonably be expected to materially interfere with the ordinary conduct use or occupancy or materially impair the value of the Businesses Real Property as it is currently being used or occupied (the Liens described in clauses (i), (ii), (iii), (iv) and (ivv) above, being referred to collectively as “Permitted Liens”). P66 Company . (c) SPPR is not a party to, nor, to Western’s Knowledge, is bound by, any outstanding third party rights to purchase, lease or its Affiliates havein any way acquire any of the owned Real Properties or interests therein (including without limitation any rights of first refusal, options or other similar right of any kind) nor has SPPR granted a possessory right or a right of occupancy with respect to the owned Real Property other than as disclosed by any matters of record. (d) There is no pending, or, to Western’s Knowledge, threatened, Litigation relating to the Real Property that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) Other than as specifically set forth to the contrary on Schedule 3.7(b)-2, to Western’s Knowledge: (i) SPPR has, and as of the Effective DateClosing, the Partnership or its Affiliate will have, such consents, easements, rights-of-way, approvals, rights, Permits and licenses from all Governmental Authorities and other Persons as are sufficient to use the Real Property and operate the Contributed Assets and continue to carry out the operations associated therewith, in all material consentsrespects, licenses substantially in the manner in which the Real Property and permits necessary the Contributed Assets are currently used and operated and have been used and operated during the prior twelve months or such shorter time period as the Contributed Assets have been operational (i) to allow the Cross Channel Pipeline to cross the roadscollectively, waterways, railroads and other areas upon which any portion of the Cross Channel Pipeline are located or are to be located, and “Required Rights”); (ii) to allow The Real Property or Required Rights establish a continuous and contiguous right-of-way for ingress the Pipelines and egress to and from the Bayway Rail Rack, the Ferndale Rail Rack and the Cross Channel Connector Project. (c) P66 Company or its Affiliates havegrant SPPR, and as of the Effective DateClosing, will grant the Partnership or its Affiliate, the right to use and operate the Pipelines in, over, under or across the Real Property covered thereby in substantially the same manner in which a reasonably prudent owner and operator would use, operate and maintain similar pipelines, and in substantially the manner in which the Pipelines are currently used and operated and have been used and operated during the prior twelve months, except, in each instance, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) SPPR has fulfilled and performed all its material obligations with respect to any Required Rights and no default or other event has occurred that allows (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 Required Rights, except for such revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) SPPR has, and as of the Closing, the Partnership or its Affiliate will have, good and marketable title to all owned and valid interests in all tangible personal property included in the Contributed Assets, free and clear of all Liens Liens, except Permitted Liens, other than tangible personal property owned on the date of this Agreement but subsequently sold or otherwise disposed of in the ordinary course of business consistent with prior practice. All tangible personal property included in the Contributed Assets is, in the aggregate, is in good operating condition and repair (normal wear and tear excepted) and has been maintained in accordance with applicable laws and regulations, as well as generally accepted industry practice, and is sufficient for the purposes for which it is currently being used or held for use. (g) As of the Closing, no Storage Tank has any defects that would require such Storage Tank to be removed from service other than for regularly scheduled maintenance and inspection. Schedule 3.7(g) sets forth (i) the shell capacity for each Storage Tank and (ii) the schedule of regular ordinary course of business inspections for each Storage Tank in effect as of the Closing.

Contributed Assets. (a) The Treadco has good and marketable title to, or an adequate leasehold interest in, the Contributed Treadco Assets, when considered together with which title is free and clear of all Liens, except for the Lease and the services provided by P66 Company and its Affiliates pursuant to the Omnibus Agreement, the Operational Services Agreement, the Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale) are sufficient to conduct the Businesses in a manner materially consistent with the Financial and Operational InformationPermitted Treadco Liens. (b) P66 Company or its Affiliates are, Except for Permitted Treadco Liens and as of the Effective Date, the Partnership will be, the owners of such valid easement rights, leasehold and/or fee ownership interests (including rights of way) in and to the lands set forth on which any Contributed Assets are located that, when considered together with the Lease and the services provided by P66 Company and its Affiliates pursuant to the Omnibus -14- Agreement, the Operational Services Agreement, Shared Services Agreement (BaywaySchedule 5.6(b), and the Shared Services Agreement (Ferndale), are sufficient to enable the Partnership to use or operate no Person other than Treadco has any interest in the Contributed Assets in substantially the same manner that the Contributed Assets were used and operated historically by P66 Company and its Affiliates or as such Contributed Assets are intended to be used and operated as of the Effective Date or when fully constructed as contemplated by the Transaction Documents, P66 Company or its Affiliates have, and as of the Effective Date, the Partnership will have, valid and insurable title in fee to all real property and interests in real property constituting part of the Contributed Assets and purported to be owned in fee, and good and valid title to the leasehold estates in all other real property and interests in real property (including rights of way) constituting part of the Contributed Treadco Assets, in each case except as would not have a Material Adverse Effect. P66 Company or its Affiliates own, and as of the Effective Date, the Partnership will own, all such real property and interests in real property free and clear of any Liens except (i) those set forth in Schedule 3.8, (ii) mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business that are not yet delinquent or can be paid without penalty or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company in accordance with U.S. generally accepted accounting principles, (iii) Liens for current Taxes that are not yet due and payable or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company in accordance with U.S. generally accepted accounting principles and (iv) other imperfections of title or encumbrances that, individually or in the aggregate, could not reasonably be expected to materially interfere with the ordinary conduct of the Businesses (the Liens described in clauses (i), (ii), (iii) and (iv) above, being referred to collectively as “Permitted Liens”). P66 Company or its Affiliates have, and as of the Effective Date, the Partnership will have, all material consents, licenses and permits necessary (i) to allow the Cross Channel Pipeline to cross the roads, waterways, railroads and other areas upon which any portion of the Cross Channel Pipeline are located or are to be located, and (ii) to allow for ingress and egress to and from the Bayway Rail Rack, the Ferndale Rail Rack and the Cross Channel Connector Project. (c) P66 Company Except as specifically set forth on Schedule 5.6(c) hereto, there is no asset, property, or its Affiliates haveright of any nature which is not being transferred to Wingfoot by Treadco that is customarily employed, and as owned, held, or primarily used in connection with the operation of the Effective DateTreadco Business. Except as described on Schedule 5.6(c), all material tangible Contributed Treadco Assets are situated entirely upon the Partnership will havepremises of the Treadco Owned Real Property or the Treadco Leased Real Property. Except as set forth on Schedule 5.6(c), good all of Treadco's interest in the assets located upon the premises of the Treadco Owned Real Property or the Treadco Leased Real Property are being conveyed to Wingfoot pursuant to this Agreement. (d) The machinery, equipment and marketable title to all tangible the other personal property and fixtures included in the Contributed Assets, free and clear of all Liens except Permitted Liens, other than tangible personal property owned on the date of this Agreement but subsequently sold or otherwise disposed of in the ordinary course of business consistent with prior practice. All tangible personal property included in the Contributed Treadco Assets is, in the aggregate, (i) are taken as a whole in good operating condition and repair (normal repair, except for ordinary wear and tear exceptedtear, (ii) are suitable and has been maintained in accordance with applicable laws adequate for the uses for which they currently are used and regulations, to carry on the Treadco Business as well as generally accepted industry practicenow conducted, and is (iii) comply in all material respects with the terms and conditions of all Treadco Material Contracts relating to such assets. (e) The documents to be delivered by ABC and Treadco to Goodyear pursuant to Article VIII of this Agreement are sufficient for and effective to completely transfer to Wingfoot all of Treadco's interest in the purposes for which it is currently being used or held for useContributed Treadco Assets.

Contributed Assets. (a) The Contributed Assets, when considered together with the Lease Agreement, Easement Agreement, the Operational Services Amendment and the services provided by P66 Company and its Affiliates pursuant to the Omnibus Agreement, the Operational Services Agreement, the Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale) Prior Transaction Documents are sufficient to conduct the Businesses and own and operate the Contributed Assets in a manner materially consistent with the Financial and Operational InformationInformation (including to provide all necessary services under the Transaction Documents and the Prior Transaction Documents in the manner contemplated therein). (b) The P66 Company or its Parties, their Affiliates areor, to the P66 Parties’ knowledge, ▇▇▇▇▇▇ Frac LLC are the owners, and as of the Effective DateTime, Plymouth LLC will be the Partnership will beowner, the owners of such valid easement rights, leasehold and/or fee ownership interests (including rights of way) in and to the lands constituting Contributed Assets or on which any Contributed Assets are located that, when considered together with the Lease Lease, the Easement Agreement, the Operational Services Amendment and the services provided by P66 Company and its Affiliates pursuant to the Omnibus -14- Agreement, the Operational Services Agreement, Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale)Prior Transaction Documents, are sufficient to enable the Partnership each of ▇▇▇▇▇▇ Frac LLC and Plymouth LLC to use or operate the Contributed Assets in substantially the same manner that the Contributed Assets were used and operated historically by P66 Company and its Affiliates or as such Contributed Assets are intended to be used and operated as of the Effective Date Time or when fully constructed as contemplated by the Transaction Documents. P66 Company, P66 Company or its Affiliates or, to the P66 Parties’ knowledge, ▇▇▇▇▇▇ Frac LLC have, and as of the Effective DateTime, the Partnership Plymouth LLC will have, valid have good and insurable marketable title in fee to all real property and interests in real property constituting part of the Contributed Assets Assets, and purported to be owned in fee, and good and valid title leasehold or other title, as applicable, to the leasehold estates in all other real property and interests in real property (including rights of way) constituting part of the Contributed Assets, in each case except as would not have a Material Adverse Effect. Neither P66 Company nor its Affiliates has any knowledge of any default or breach (or event which, with the giving of notice or passage of time, or both, would become a default or breach) under any lease, right of way or similar instrument pursuant to which it holds any such non-fee real property interest, in each case except as would not have a Material Adverse Effect. P66 Company or its Affiliates ownor, to the P66 Parties’ knowledge, ▇▇▇▇▇▇ Frac LLC own or lease, as applicable, and as of the Effective DateTime, the Partnership Plymouth LLC will ownown or lease, as applicable, all such real property and interests in real property free and clear of any Liens except (i) those set forth in Schedule 3.83.9(b), (ii) mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business that are not yet delinquent or can be paid without penalty or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company and provided in the Financial and Operational Information in accordance with U.S. generally accepted accounting principles, (iii) Liens for current Taxes that are not yet due and payable or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company in accordance with U.S. generally accepted accounting principles and (iv) other imperfections of title or encumbrances that, individually or in the aggregate, could not reasonably be expected to materially interfere with the ordinary conduct of the Businesses (the Liens described in clauses (i), (ii), (iii) and (iv) above, being referred to collectively as “Permitted Liens”). P66 Company or its Affiliates have, and as of the Effective Date, the Partnership will have, all material consents, licenses and permits necessary (i) to allow the Cross Channel Pipeline to cross the roads, waterways, railroads and other areas upon which any portion of the Cross Channel Pipeline are located or are to be located, and (ii) to allow for ingress and egress to and from the Bayway Rail Rack, the Ferndale Rail Rack and the Cross Channel Connector Project. (c) P66 Company or its Affiliates have, and as of the Effective Date, the Partnership will have, good and marketable title to all tangible personal property included in the Contributed Assets, free and clear of all Liens except Permitted Liens, other than tangible personal property owned on the date of this Agreement but subsequently sold or otherwise disposed of in the ordinary course of business consistent with prior practice. All tangible personal property included in the Contributed Assets is, in the aggregate, in good operating condition and repair (normal wear and tear excepted) and has been maintained in accordance with applicable laws and regulations, as well as generally accepted industry practice, and is sufficient for the purposes for which it is currently being used or held for use.,

Contributed Assets. The Teck Disclosure Letter contains (aor otherwise incorporates) The Contributed Assets, when considered together with the Lease and the services provided by P66 Company and its Affiliates pursuant to the Omnibus Agreement, the Operational Services Agreement, the Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale) are sufficient to conduct the Businesses in a manner materially consistent with the Financial and Operational Information. (b) P66 Company or its Affiliates are, and as of the Effective Date, the Partnership will be, the owners of such valid easement rights, leasehold and/or fee ownership interests (including rights of way) in and to the lands on which any Contributed Assets are located that, when considered together with the Lease and the services provided by P66 Company and its Affiliates pursuant to the Omnibus -14- Agreement, the Operational Services Agreement, Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale), are sufficient to enable the Partnership to use or operate the Contributed Assets in substantially the same manner that the Contributed Assets were used and operated historically by P66 Company and its Affiliates or as such Contributed Assets are intended to be used and operated as of the Effective Date or when fully constructed as contemplated by the Transaction Documents, P66 Company or its Affiliates have, and as of the Effective Date, the Partnership will have, valid and insurable title in fee to all real property and interests in real property constituting part of the Contributed Assets and purported to be owned in fee, and good and valid title to the leasehold estates in all other real property and interests in real property (including rights of way) constituting part correct description of the Contributed Assets, and contains (or otherwise incorporates) a correct description of the assets which constitute all material assets with respect to the Mesaba Project. Except as set out in each case except as the Teck Disclosure Letter or would not have a Contributed Asset Material Adverse Effect. P66 Company : (i) Teck US is duly authorized to own or its Affiliates ownotherwise hold and operate the Contributed Assets; (ii) all of the Contributed Assets have been, as applicable, duly acquired, are validly recorded in accordance with Applicable Law, are in good standing, and as are, validly owned or otherwise held and possessed by Teck US in accordance with Applicable Law; (iii) Teck US is the sole and exclusive owner of a 100% interest in the Effective DateContributed Assets (which assets are variously held by Teck US in fee or under leases, the Partnership will ownlicenses, all such real property and interests in real property or similar agreements providing non-fee interests), free and clear of any Liens material Encumbrances except for Contributed Assets Permitted Encumbrances and Teck US has the right to grant to other Parties the rights set out in this Agreement and, effective as of the Closing Date, the LLC Agreement; (iiv) no Person has any interest, or option to acquire an interest, in the Contributed Assets or any right or option to acquire a right to explore, prospect or mine for nonferrous minerals on the Contributed Mineral Properties; (v) any applications for renewal any of the Contributed Mineral Properties which are due to be renewed on or before the Effective Date have been duly and timely made by Teck US; (vi) subject to the rights and interests of the Persons that have granted Teck US its leasehold rights and interests in the Contributed Mineral Properties, there are no other Persons with mining rights with respect to nonferrous minerals superior to those set forth of Teck US within the boundaries of the Contributed Mineral Properties; (vii) all work carried out in Schedule 3.8the Contributed Mineral Properties by or on behalf of Teck US and, to their knowledge, by any other Person, has been carried out in compliance in all material respects with all Applicable Law; (iiviii) mechanics’subject to the rights and interests of the Persons that have granted Teck US its leasehold rights and interests in the Contributed Mineral Properties, carriers’, workmen’s, repairmen’s no Person has any royalty or other similar Liens arising interest whatsoever in respect of the production or incurred profits of the nonferrous minerals within the Contributed Mineral Properties; (ix) correct and complete copies of all material Records and Data in the ordinary course possession of business that are not yet delinquent Teck US or can be Teck Parent and any other material exploration information, including all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) concerning the Contributed Mineral Properties have been provided to PolyMet Parent; (x) all mining fees, expenditures, and royalties payable for Teck US to maintain its leasehold interests in the Contributed Mineral Properties have been timely and duly paid without penalty pursuant to their terms or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established Applicable Law (xi) the Teck Disclosure Letter identifies each of the Contracts involving a minimum annual liability or obligation on the books part of Teck US of greater than $[Redacted - Commercially sensitive information] or a minimum aggregate liability or obligation on the part of Teck US of greater than $[Redacted - Commercially sensitive information] (including all amendments, modifications, extensions or renewals) related to the Contributed Assets to which Teck US is a party (collectively, the "Contributed Material Contracts"): (xii) each Contributed Material Contract is in full force and records effect, and constitutes a bona fide, valid and binding obligation of P66 Company Teck US, enforceable in accordance with U.S. generally accepted accounting principlesits terms, (iiiexcept as the same may be limited by bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally now or hereafter in effect, and subject to the availability of equitable remedies). Teck US has not received any written notice of termination or dispute under any Contributed Material Contract and have not waived any rights against other parties under the Contributed Material Contracts or agreed to any settlement or abatement of any future obligations any Contributed Material Contract; (xiii) Liens for current Taxes that are not yet due a correct and payable or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve complete copy of each Contributed Material Contract has been established on the books provided or made available to JVCo and records of P66 Company in accordance with U.S. generally accepted accounting principles and (iv) other imperfections of title or encumbrances that, individually or in the aggregate, could not reasonably be expected PolyMet Parent prior to materially interfere with the ordinary conduct of the Businesses (the Liens described in clauses (i), (ii), (iii) and (iv) above, being referred to collectively as “Permitted Liens”). P66 Company or its Affiliates have, and as of the Effective Date, the Partnership will have, all material consents, licenses and permits necessary (i) to allow the Cross Channel Pipeline to cross the roads, waterways, railroads and other areas upon which any portion of the Cross Channel Pipeline are located or are to be located, and (ii) to allow for ingress and egress to and from the Bayway Rail Rack, the Ferndale Rail Rack and the Cross Channel Connector Project. (c) P66 Company or its Affiliates have, and as of the Effective Date, the Partnership will have, good and marketable title to all tangible personal property included in the Contributed Assets, free and clear of all Liens except Permitted Liens, other than tangible personal property owned on the date of this Agreement but subsequently sold or otherwise disposed of in the ordinary course of business consistent with prior practice. All tangible personal property included in the Contributed Assets is, in the aggregate, in good operating condition and repair (normal wear and tear excepted) and has been maintained in accordance with applicable laws and regulations, as well as generally accepted industry practice, and is sufficient for the purposes for which it is currently being used or held for use.Agreement;

Contributed Assets. (a) The Contributed Assets, when considered together with the Lease Assets and the services provided by P66 Company Western and its Affiliates pursuant to the Omnibus Agreement, the Operational Services Agreement, the Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale) other assets of the Partnership are sufficient to conduct own and operate the Businesses Contributed Assets and related business in a manner materially consistent with Western’s and WRSW’s ownership and operation of the Financial Contributed Assets and Operational Informationrelated business as owned and operated during the prior twelve months or such shorter time period as the Contributed Assets have been operational. (b) P66 Company Schedule 3.7(b)-1 sets forth all of the real property owned or its Affiliates areleased or held or otherwise used under a Required Right in connection with the ownership and operation of the Contributed Assets and constituting part of the Contributed Assets (collectively, the “Real Property”) and indicates whether such Real Property is owned, leased or held or used under a Required Right. Except as set forth in Schedule 3.7(b)-1, WRSW has, and as of the Effective DateTime, the Partnership will be, the owners of such valid easement rights, leasehold and/or fee ownership interests (including rights of way) in and to the lands on which any Contributed Assets are located that, when considered together with the Lease and the services provided by P66 Company and its Affiliates pursuant to the Omnibus -14- Agreement, the Operational Services Agreement, Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale), are sufficient to enable the Partnership to use or operate the Contributed Assets in substantially the same manner that the Contributed Assets were used and operated historically by P66 Company and its Affiliates or as such Contributed Assets are intended to be used and operated as of the Effective Date or when fully constructed as contemplated by the Transaction Documents, P66 Company or its Affiliates have, and as of the Effective Date, the Partnership Affiliate will have, valid good and insurable indefeasible title in fee to all real property and owned Real Property, a valid leasehold interests in real property constituting part of all leased Real Property (which, for clarification, does not include Real Property held or used under a Required Right) and has the Contributed Assets and purported right to be owned in fee, and good and valid title to the leasehold estates in use all other real property and interests in real property (including rights of way) constituting part of the Contributed AssetsReal Property held or used under a Required Right, in each case case, except as would not have a Material Adverse Effect. P66 Company WRSW owns, leases or its Affiliates ownholds, and as of the Effective DateTime, the Partnership or its Affiliate will own, lease or hold, all such real property and interests in real property Real Property free and clear of any Liens except (i) those set forth in Schedule 3.83.7(b)-2, (ii) mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business consistent with past practices and that are not yet delinquent or can be paid without penalty or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company in accordance with U.S. generally accepted accounting principles, (iii) Liens for current Taxes that are not yet due and payable or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company in accordance with U.S. generally accepted accounting principles and (iv) other imperfections of title or encumbrances thatencumbrances, that would not, individually or in the aggregate, could not reasonably be expected to materially interfere with the ordinary conduct use or occupancy or materially impair the value of the Businesses Real Property as it is currently being used or occupied (the Liens described in clauses (i), (ii), (iii) ), and (iv) above, being referred to collectively as “Permitted Liens”). P66 Company . (c) WRSW is not a party to, nor, to Western’s Knowledge, is bound by, any outstanding third party rights to purchase, lease or its Affiliates havein any way acquire any of the owned Real Properties or interests therein (including without limitation any rights of first refusal, options or other similar right of any kind) nor has WRSW granted a possessory right or a right of occupancy with respect to the owned Real Property other than as disclosed by any matters of record. (d) There is no pending, or, to Western’s Knowledge, threatened, Litigation relating to the Real Property that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (e) Other than as specifically set forth to the contrary on Schedule 3.7(b)-2, to Western’s Knowledge: (i) WRSW has, and as of the Effective DateTime, the Partnership or its Affiliate will havehave such consents, easements, rights-of-way, approvals, rights, Permits and licenses from all Governmental Authorities and other Persons as are sufficient to use the Real Property and operate the Contributed Assets and continue to carry out the operations associated therewith, in all material consentsrespects, licenses substantially in the manner in which the Real Property and permits necessary the Contributed Assets are currently used and operated (i) to allow the Cross Channel Pipeline to cross the roadscollectively, waterways, railroads and other areas upon which any portion of the Cross Channel Pipeline are located or are to be located, and “Required Rights”); (ii) to allow The Required Rights establish a continuous and contiguous right-of-way for ingress the TexNew Mex Pipeline and egress to and from the Bayway Rail Rack, the Ferndale Rail Rack and the Cross Channel Connector Project. (c) P66 Company or its Affiliates havegrant WRSW, and as of the Effective DateTime, will grant the Partnership or its Affiliate, the right to use and operate the TexNew Mex Pipeline in, over, under or across the Real Property covered thereby in substantially the same manner in which a reasonably prudent owner and operator would use, operate and maintain similar pipelines, and in substantially the manner in which the TexNew Mex Pipeline is currently used and operated, except, in each instance, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) WRSW has fulfilled and performed all its material obligations with respect to any Required Rights and no default or other event has occurred that allows (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 Required Rights, except for such revocations, terminations and impairments that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (f) WRSW has, and as of the Effective Time, the Partnership or its Affiliates will have, good and marketable title to all owned and valid interests in all tangible personal property included in the Contributed Assets, free and clear of all Liens Liens, except Permitted Liens, other than tangible personal property owned on the date of this Agreement but subsequently sold or otherwise disposed of in the ordinary course of business consistent with prior practice. All tangible personal property included in the Contributed Assets is, in the aggregate, is in good operating condition and repair (normal wear and tear excepted) and has been maintained in accordance with applicable laws and regulations, as well as generally accepted industry practice, and is sufficient for the purposes for which it is currently being used or held for use.

Contributed Assets. (a) The Contributed Assets, when considered together with the Lease Shared Services Agreement, Operational Services Agreement Amendment, Omnibus Agreement Amendment, Origination Services Agreement Amendment and Shared Services Agreement Amendment and the services provided by P66 Company and its Affiliates pursuant to the Omnibus Agreement, the Operational Services Agreement, the Omnibus Agreement, Origination Services Agreement and Shared Services Agreement (Bayway) (each as contemplated to be amended at the Closing), and the Shared Services Agreement (Ferndale) are sufficient to conduct the Businesses and own and operate the Contributed Assets in a manner materially consistent with the Financial and Operational InformationInformation (including to provide all necessary services under the Transaction Documents in the manner contemplated therein). (b) The P66 Company or its Parties and their Affiliates areare the owners, and as of the Effective DateTime, the Partnership Contributed Entities will bebe the owners, the owners of such valid easement rights, leasehold and/or fee ownership interests (including rights of way) in and to the lands constituting Contributed Assets or on which any Contributed Assets are located that, when considered together with the Lease Agreements and the services provided by P66 Company and its Affiliates pursuant to the Omnibus -14- Agreement, Agreement and the Operational Services Agreement, Shared Services Agreement (Bayway), and each as contemplated to be amended at the Shared Services Agreement (FerndaleClosing), are sufficient to enable each of the Partnership Contributed Entities to use or operate the Contributed Assets in substantially the same manner that the Contributed Assets were used and operated historically by P66 Company and its Affiliates or as such Contributed Assets are intended to be used and operated as of the Effective Date Time or when fully constructed as contemplated by the Transaction Documents. P66 Company, P66 Company or its Affiliates have, and as of the Effective DateTime, the Partnership Contributed Entities will have, valid have good and insurable marketable title in fee to all real property and interests in real property constituting part of the Contributed Assets Assets, and purported to be owned in fee, and good and valid title leasehold or other title, as applicable, to the leasehold estates in all other real property and interests in real property (including rights of way) constituting part of the Contributed Assets, in each case except as would not have a Material Adverse Effect. None of the P66 Parties has any knowledge of any default or breach (or event which, with the giving of notice or passage of time, or both, would become a default or breach) under any lease, right of way or similar instrument pursuant to which it holds any such non-fee real property interest, in each case except as would not have a Material Adverse Effect. P66 Company or its Affiliates own, and as of the Effective DateTime, the Partnership Contributed Entities will own, all such real property and interests in real property free and clear of any Liens except (i) those set forth in Schedule 3.83.9(b), (ii) mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business that are not yet delinquent or can be paid without penalty or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company and provided in the Financial and Operational Information in accordance with U.S. generally accepted accounting principles, (iii) Liens for current Taxes that are not yet due US-DOCS\70615498.10 and payable or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company and provided in the Financial and Operational Information in accordance with U.S. generally accepted accounting principles and (iv) other imperfections of title or encumbrances that, individually or in the aggregate, could not reasonably be expected to materially interfere with the ordinary conduct or operation of the Businesses (the Liens described in clauses (i), (ii), (iii) and (iv) above, being referred to collectively as “Permitted Liens”). Except as would not have, individually or in the aggregate, a Material Adverse Effect, there are no material gaps in contiguity between or among the tracts or parcels of real property or interests in real property comprising the routes or corridors used by or for any pipeline or gathering systems constituting part of the Contributed Assets. The P66 Company Parties or its their Affiliates have, and as of the Effective DateTime, the Partnership Contributed Entities will have, all material consents, licenses and permits necessary to (ix) to allow own and operate the Cross Channel Pipeline to cross Businesses in the roads, waterways, railroads and other areas upon which any portion of manner contemplated by the Cross Channel Pipeline are located or are to be located, Transaction Documents and (iiy) to allow for ingress and egress to and from the Bayway Rail Rack, the Ferndale Rail Rack and the Cross Channel Connector ProjectContributed Assets. (c) The P66 Company Parties or its their Affiliates have, and as of the Effective DateTime, the Partnership Contributed Entities will have, good and marketable title to all tangible personal property included in the Contributed Assets, free and clear of all Liens except Permitted Liens, other than tangible personal property owned on the date of this Agreement but subsequently sold or otherwise disposed of in the ordinary course of business consistent with prior practice. All tangible personal property included in the Contributed Assets is, in the aggregate, in good operating condition and repair (normal wear and tear excepted) and has been maintained in accordance with applicable laws and regulations, as well as generally accepted industry practice, and is sufficient for the purposes for which it is currently being used or held for use.

Contributed Assets. (a) The Contributed Assets, when considered together with the Lease Assets and the services provided by P66 Company SPPR and its Affiliates pursuant to the Terminalling, Transportation and Storage Services Agreement, the Omnibus Agreement, the Operational Services Agreement, the Shared Services Agreement (Bayway), and the Shared Services Access Agreement (Ferndale) are sufficient to conduct own and operate the Businesses Contributed Assets and related business in a manner materially consistent with SPPR’s ownership and operation of the Financial Contributed Assets and Operational Informationrelated business as owned and operated during the prior twelve months or such shorter time period as the Contributed Assets have been operational. (b) P66 Company Schedule 3.7(b)-1 sets forth all of the real property owned or its Affiliates areleased or held or otherwise used under a Required Right in connection with the ownership and operation of the Contributed Assets and related business as owned and operated during the prior twelve months or such shorter time period as the Contributed Assets have been owned by SPPR and operational, including the Cottage Grove Deed Property and the Refinery Deed Property (collectively, the “Real Property”), and indicates whether such Real Property is owned, leased or held or used under a Required Right. Except as set forth in Schedule 3.7(b)-1, SPPR has, and as of the Effective DateClosing, the Partnership or its Affiliate will behave, the owners of such valid easement rightsgood and marketable title in fee to all owned Real Property, leasehold and/or fee ownership interests (including rights of way) in and except as would not have a Material Adverse Effect; however, with respect to the lands on which any Contributed Assets are located Refinery Deed Property, (A) the Partnership acknowledges that, when considered together with the Lease and the services provided by P66 Company and its Affiliates pursuant to the Omnibus -14- Agreement, the Operational Services Agreement, Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale), are sufficient to enable the Partnership to use or operate the Contributed Assets in substantially the same manner that the Contributed Assets were used and operated historically by P66 Company and its Affiliates or as such Contributed Assets are intended to be used and operated as of the Effective Date Closing, the Refinery Deed may not be recorded, and thus, third parties will not be on notice of the conveyance of the Refinery Deed Property from SPPR to WRT and (B) if there is a breach by SPPR and/or Western regarding the warranty of marketable title with respect to the Refinery Deed Property from the Closing through the date on which one or when fully constructed more deeds is recorded in the applicable real property recording office with respect to the applicable portion of the Refinery Deed Property that constitutes a Standalone Lot, then SPPR and/or Western shall have 30 days following receipt of written notice of such breach within which to cure the alleged breach of the warranty of marketable title. Except as contemplated by the Transaction Documentsset forth in Schedule 3.7(b)-1, P66 Company or its Affiliates haveSPPR has, and as of the Effective DateClosing, the Partnership or its Affiliate will have, valid and insurable title in fee to all real property and leasehold interests in real property constituting part of the Contributed Assets and purported to be owned in fee, and good all leased Real Property and valid title rights-of-way (or similar property rights) related to the leasehold estates in all property underlying the Pipeline or other real property rights and interests in real property (including rights of way) constituting part of the Contributed Assetsright to use all Real Property held or used under a Required Right, in each case case, except as would not have a Material Adverse Effect. P66 Company SPPR owns, leases or its Affiliates ownholds, and as of the Effective DateClosing, the Partnership or its Affiliate will own, lease or hold, all such real property and interests in real property Real Property free and clear of any Liens except (i) those set forth in Schedule 3.8, (ii) mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business that are not yet delinquent or can be paid without penalty or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company in accordance with U.S. generally accepted accounting principles, (iii) Liens for current Taxes that are not yet due and payable or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company in accordance with U.S. generally accepted accounting principles and (iv) other imperfections of title or encumbrances that, individually or in the aggregate, could not reasonably be expected to materially interfere with the ordinary conduct of the Businesses (the Liens described in clauses (i), (ii), (iii) and (iv) above, being referred to collectively as “Permitted Liens”). P66 Company or its Affiliates have, and as of the Effective Date, the Partnership will have, all material consents, licenses and permits necessary (i) to allow the Cross Channel Pipeline to cross the roads, waterways, railroads and other areas upon which any portion of the Cross Channel Pipeline are located or are to be located, and (ii) to allow for ingress and egress to and from the Bayway Rail Rack, the Ferndale Rail Rack and the Cross Channel Connector Project. (c) P66 Company or its Affiliates have, and as of the Effective Date, the Partnership will have, good and marketable title to all tangible personal property included in the Contributed Assets, free and clear of all Liens except Permitted Liens, other than tangible personal property owned on the date of this Agreement but subsequently sold or otherwise disposed of in the ordinary course of business consistent with prior practice. All tangible personal property included in the Contributed Assets is, in the aggregate, in good operating condition and repair (normal wear and tear excepted) and has been maintained in accordance with applicable laws and regulations, as well as generally accepted industry practice, and is sufficient for the purposes for which it is currently being used or held for use.3.7(b)-2,

Contributed Assets. (a) The Contributed Assets, when considered together with the Lease and the services provided by P66 Company and its Affiliates pursuant to the Omnibus Agreement, the Operational Services Agreement, the Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale) ▇▇▇▇▇▇ Frac), are sufficient to conduct the Businesses in a manner materially consistent with the Financial and Operational InformationInformation (including to provide the services in the manner contemplated by the Transaction Documents). (b) The P66 Company Parties or its their Affiliates areare the owners, and as of the Effective DateTime, ▇▇▇▇▇▇ Frac LLC will be the Partnership will beowner, the owners of such valid easement rights, leasehold and/or fee ownership interests (including rights of way) in and to the lands on which any Contributed Assets are located that, when considered together with the Lease and the services provided by P66 Company and its Affiliates pursuant to the Omnibus -14- Agreement, the Operational Services Agreement, Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale▇▇▇▇▇▇ Frac), are sufficient to enable the Partnership ▇▇▇▇▇▇ Frac LLC to use or operate the Contributed Assets in substantially the same manner that the Contributed Assets were used and operated historically by P66 Company and its Affiliates or as such Contributed Assets are intended to be used and operated as of the Effective Date Time or when fully constructed as contemplated by the Transaction Documents, P66 Company or its Affiliates have, and as of the Effective DateTime, the Partnership ▇▇▇▇▇▇ Frac LLC will have, valid and insurable indefeasible title in fee to all real property and interests in real property constituting part of the Contributed Assets and purported to be owned in fee, and good and valid title to the leasehold estates in all other real property and interests in real property (including rights of way) constituting part of the Contributed Assets, in each case except as would not have a Material Adverse Effect. Neither P66 Company nor its Affiliates has any knowledge of any default or breach (or event which, with the giving of notice or passage of time, or both, would become a default or breach) under any lease, right of way or similar instrument pursuant to which it holds any such non-fee real property interest, in each case except as would not have a Material Adverse Effect. P66 Company or its Affiliates ownown or lease, as applicable, and as of the Effective DateTime, the Partnership ▇▇▇▇▇▇ Frac LLC will ownown or lease, as applicable, all such real property and interests in real property free and clear of any Liens except (i) those set forth in Schedule 3.83.9(b), (ii) mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business that are not yet delinquent or can be paid without penalty or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of [P66 Company and provided in the Financial and Operational Information] in accordance with U.S. generally accepted accounting principles, (iii) Liens for current Taxes that are not yet due and payable or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of [P66 Company and provided in the Financial and Operational Information] in accordance with U.S. generally accepted accounting principles and (iv) other imperfections of title or encumbrances that, individually or in the aggregate, could not reasonably be expected to materially interfere with the ordinary conduct of the Businesses (the Liens described in clauses (i), (ii), (iii) and (iv) above, being referred to collectively as “Permitted Liens”). The P66 Company Parties or its their Affiliates have, and as of the Effective DateTime, the Partnership ▇▇▇▇▇▇ Frac LLC will have, all material consents, licenses and permits necessary to (ix) own and operate the Business in the manner contemplated by the Transaction Documents (including to allow develop up to three caverns on the Cross Channel Pipeline ▇▇▇▇▇▇▇ Real Property in addition to cross the roads, waterways, railroads and other areas upon which any portion of the Cross Channel Pipeline are located or are to be located, and (ii) to allow for ingress and egress to and from the Bayway Rail Rack, the Ferndale Rail Rack Initial Caverns and the Cross Channel Connector Project. (cIn-Process Caverns) P66 Company or its Affiliates have, and as of the Effective Date, the Partnership will have, good and marketable title to all tangible personal property included in the Contributed Assets, free and clear of all Liens except Permitted Liens, other than tangible personal property owned on the date of this Agreement but subsequently sold or otherwise disposed of in the ordinary course of business consistent with prior practice. All tangible personal property included in the Contributed Assets is, in the aggregate, in good operating condition and repair (normal wear and tear excepted) and has been maintained in accordance with applicable laws and regulations, as well as generally accepted industry practice, and is sufficient for the purposes for which it is currently being used or held for use.and

Contributed Assets. (a) The Contributed Assets, when considered together with the Lease and the services provided by P66 Company and its Affiliates pursuant to the Omnibus Agreement, the Operational Services Agreement, the Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale) ▇▇▇▇▇▇ Frac), are sufficient to conduct the Businesses in a manner materially consistent with the Financial and Operational InformationInformation (including to provide the services in the manner contemplated by the Transaction Documents). (b) The P66 Company Parties or its their Affiliates areare the owners, and as of the Effective DateTime, ▇▇▇▇▇▇ Frac LLC will be the Partnership will beowner, the owners of such valid easement rights, leasehold and/or fee ownership interests (including rights of way) in and to the lands on which any Contributed Assets are located that, when considered together with the Lease and the services provided by P66 Company and its Affiliates pursuant to the Omnibus -14- Agreement, the Operational Services Agreement, Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale▇▇▇▇▇▇ Frac), are sufficient to enable the Partnership ▇▇▇▇▇▇ Frac LLC to use or operate the Contributed Assets in substantially the same manner that the Contributed Assets were used and operated historically by P66 Company and its Affiliates or as such Contributed Assets are intended to be used and operated as of the Effective Date Time or when fully constructed as contemplated by the Transaction Documents, P66 Company or its Affiliates have, and as of the Effective DateTime, the Partnership ▇▇▇▇▇▇ Frac LLC will have, valid and insurable indefeasible title in fee to all real property and interests in real property constituting part of the Contributed Assets and purported to be owned in fee, and good and valid title to the leasehold estates in all other real property and interests in real property (including rights of way) constituting part of the Contributed Assets, in each case except as would not have a Material Adverse Effect. Neither P66 Company nor its Affiliates has any knowledge of any default or breach (or event which, with the giving of notice or passage of time, or both, would become a default or breach) under any lease, right of way or similar instrument pursuant to which it holds any such non-fee real property interest, in each case except as would not have a Material Adverse Effect. P66 Company or its Affiliates ownown or lease, as applicable, and as of the Effective DateTime, the Partnership ▇▇▇▇▇▇ Frac LLC will ownown or lease, as applicable, all such real property and interests in real property free and clear of any Liens except (i) those set forth in Schedule 3.83.9(b), (ii) mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business that are not yet delinquent or can be paid without penalty or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of [P66 Company and provided in the Financial and Operational Information] in accordance with U.S. generally accepted accounting principles, (iii) Liens for current Taxes that are not yet due and payable or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of [P66 Company and provided in the Financial and Operational Information] in accordance with U.S. generally accepted accounting principles and (iv) other imperfections of title or encumbrances that, individually or in the aggregate, could not reasonably be expected to materially interfere with the ordinary conduct of the Businesses (the Liens described in clauses (i), (ii), (iii) and (iv) above, being referred to collectively as “Permitted Liens”). The P66 Company Parties or its their Affiliates have, and as of the Effective DateTime, the Partnership ▇▇▇▇▇▇ Frac LLC will have, all material consents, licenses and permits necessary to (ix) own and operate the Business in the manner contemplated by the Transaction Documents (including to allow develop up to three caverns on the Cross Channel Pipeline ▇▇▇▇▇▇▇ Real Property in addition to cross the roads, waterways, railroads Initial Caverns and other areas upon which any portion of the Cross Channel Pipeline are located or are to be located, In-Process Caverns) and (iiy) to allow for ingress and egress to and from the Bayway Rail Rack, the Ferndale Rail Rack ▇▇▇▇▇▇▇ Cavern Assets and the Cross Channel Connector Project▇▇▇▇▇▇ Frac Assets. (c) The P66 Company Parties or its their Affiliates have, and as of the Effective DateTime, the Partnership ▇▇▇▇▇▇ Frac LLC will have, good and marketable title to all tangible personal property included in the Contributed Assets, free and clear of all Liens except Permitted Liens, other than tangible personal property owned on the date of this Agreement but subsequently sold or otherwise disposed of in the ordinary course of business consistent with prior practice. All tangible personal property included in the Contributed Assets is, in the aggregate, in good operating condition and repair (normal wear and tear excepted) and has been maintained in accordance with applicable laws and regulations, as well as generally accepted industry practice, and is sufficient for the purposes for which it is currently being used or held for use.

Contributed Assets. (a) The Contributed Assets, when considered together with the Lease Shared Services Agreement, Operational Services Agreement Amendment, Omnibus Agreement Amendment, Origination Services Agreement Amendment and Shared Services Agreement Amendment and the services provided by P66 Company and its Affiliates pursuant to the Omnibus Agreement, the Operational Services Agreement, the Omnibus Agreement, Origination Services Agreement and Shared Services Agreement (Bayway) (each as contemplated to be amended at the Closing), and the Shared Services Agreement (Ferndale) are sufficient to conduct the Businesses and own and operate the Contributed Assets in a manner materially consistent with the Financial and Operational InformationInformation (including to provide all necessary services under the Transaction Documents in the manner contemplated therein). (b) The P66 Company or its Parties and their Affiliates areare the owners, and as of the Effective DateTime, the Partnership Contributed Entities will bebe the owners, the owners of such valid easement rights, leasehold and/or fee ownership interests (including rights of way) in and to the lands constituting Contributed Assets or on which any Contributed Assets are located that, when considered together with the Lease Agreements and the services provided by P66 Company and its Affiliates pursuant to the Omnibus -14- Agreement, Agreement and the Operational Services Agreement, Shared Services Agreement (Bayway), and each as contemplated to be amended at the Shared Services Agreement (FerndaleClosing), are sufficient to enable each of the Partnership to Contributed Entitiesto use or operate the Contributed Assets in substantially the same manner that the Contributed Assets were used and operated historically by P66 Company and its Affiliates or as such Contributed Assets are intended to be used and operated as of the Effective Date Time or when fully constructed as contemplated by the Transaction Documents. P66 Company, P66 Company or its Affiliates have, and as of the Effective DateTime, the Partnership Contributed Entities will have, valid have good and insurable marketable title in fee to all real property and interests in real property constituting part of the Contributed Assets Assets, and purported to be owned in fee, and good and valid title leasehold or other title, as applicable, to the leasehold estates in all other real property and interests in real property (including rights of way) constituting part of the Contributed Assets, in each case except as would not have a Material Adverse Effect. None of the P66 Parties has any knowledge of any default or breach (or event which, with the giving of notice or passage of time, or both, would become a default or breach) under any lease, right of way or similar instrument pursuant to which it holds any such non-fee real property interest, in each case except as would not have a Material Adverse Effect. P66 Company or its Affiliates own, and as of the Effective DateTime, the Partnership Contributed Entities will own, all such real property and interests in real property free and clear of any Liens except (i) those set forth in Schedule 3.83.9(b), (ii) mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business that are not yet delinquent or can be paid without penalty or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company and provided in the Financial and Operational Information in accordance with U.S. generally accepted accounting principles, (iii) Liens for current Taxes that are not yet due and payable or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company and provided in the Financial and Operational Information in accordance with U.S. generally accepted accounting principles and (iv) other imperfections of title or encumbrances that, individually or in the aggregate, could not reasonably be expected to materially interfere with the ordinary conduct or operation of the Businesses (the Liens described in clauses (i), (ii), (iii) and (iv) above, being referred to collectively as “Permitted Liens”). Except as would not have, individually or in the aggregate, a Material Adverse Effect, there are no material gaps in contiguity between or among the tracts or parcels of real property or interests in real property comprising the routes or corridors used by or for any pipeline or gathering systems constituting part of the Contributed Assets. The P66 Company Parties or its their Affiliates have, and as of the Effective DateTime, the Partnership Contributed Entities will have, all material consents, licenses and permits necessary to (ix) to allow own and operate the Cross Channel Pipeline to cross Businesses in the roads, waterways, railroads and other areas upon which any portion of manner contemplated by the Cross Channel Pipeline are located or are to be located, Transaction Documents and (iiy) to allow for ingress and egress to and from the Bayway Rail Rack, the Ferndale Rail Rack and the Cross Channel Connector ProjectContributed Assets. (c) The P66 Company Parties or its their Affiliates have, and as of the Effective DateTime, the Partnership Contributed Entities will have, good and marketable title to all tangible personal property included in the Contributed Assets, free and clear of all Liens except Permitted Liens, other than tangible personal property owned on the date of this Agreement but subsequently sold or otherwise disposed of in the ordinary course of business consistent with prior practice. All tangible personal property included in the Contributed Assets is, in the aggregate, in good operating condition and repair (normal wear and tear excepted) and has been maintained in accordance with applicable laws and regulations, as well as generally accepted industry practice, and is sufficient for the purposes for which it is currently being used or held for use.

Contributed Assets. (a) The Contributed Assets, when considered together with the Lease Agreement, Easement Agreement, the Operational Services Amendment and the services provided by P66 Company and its Affiliates pursuant to the Omnibus Agreement, the Operational Services Agreement, the Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale) Prior Transaction Documents are sufficient to conduct the Businesses and own and operate the Contributed Assets in a manner materially consistent with the Financial and Operational InformationInformation (including to provide all necessary services under the Transaction Documents and the Prior Transaction Documents in the manner contemplated therein). (b) The P66 Company or its Parties, their Affiliates areor, to the P66 Parties’ knowledge, ▇▇▇▇▇▇ Frac LLC are the owners, and as of the Effective DateTime, Plymouth LLC will be the Partnership will beowner, the owners of such valid easement rights, leasehold and/or fee ownership interests (including rights of way) in and to the lands constituting Contributed Assets or on which any Contributed Assets are located that, when considered together with the Lease Lease, the Easement Agreement, the Operational Services Amendment and the services provided by P66 Company and its Affiliates pursuant to the Omnibus -14- Agreement, the Operational Services Agreement, Shared Services Agreement (Bayway), and the Shared Services Agreement (Ferndale)Prior Transaction Documents, are sufficient to enable the Partnership each of ▇▇▇▇▇▇ Frac LLC and Plymouth LLC to use or operate the Contributed Assets in substantially the same manner that the Contributed Assets were used and operated historically by P66 Company and its Affiliates or as such Contributed Assets are intended to be used and operated as of the Effective Date Time or when fully constructed as contemplated by the Transaction Documents. P66 Company, P66 Company or its Affiliates or, to the P66 Parties’ knowledge, ▇▇▇▇▇▇ Frac LLC have, and as of the Effective DateTime, the Partnership Plymouth LLC will have, valid have good and insurable marketable title in fee to all real property and interests in real property constituting part of the Contributed Assets Assets, and purported to be owned in fee, and good and valid title leasehold or other title, as applicable, to the leasehold estates in all other real property and interests in real property (including rights of way) constituting part of the Contributed Assets, in each case except as would not have a Material Adverse Effect. Neither P66 Company nor its Affiliates has any knowledge of any default or breach (or event which, with the giving of notice or passage of time, or both, would become a default or breach) under any lease, right of way or similar instrument pursuant to which it holds any such non-fee real property interest, in each case except as would not have a Material Adverse Effect. P66 Company or its Affiliates ownor, to the P66 Parties’ knowledge, ▇▇▇▇▇▇ Frac LLC own or lease, as applicable, and as of the Effective DateTime, the Partnership Plymouth LLC will ownown or lease, as applicable, all such real property and interests in real property free and clear of any Liens except (i) those set forth in Schedule 3.83.9(b), (ii) mechanics’, carriers’, workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business that are not yet delinquent or can be paid without penalty or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company and provided in the Financial and Operational Information in accordance with U.S. generally accepted accounting principles, (iii) Liens for current Taxes that are not yet due and payable or are being contested in good faith and by appropriate proceedings in respect thereof and for which an appropriate reserve has been established on the books and records of P66 Company and provided in the Financial and Operational Information in accordance with U.S. generally accepted accounting principles and (iv) other imperfections of title or encumbrances that, individually or in the aggregate, could not reasonably be expected to materially interfere with the ordinary conduct or operation of the Businesses (the Liens described in clauses (i), (ii), (iii) and (iv) above, being referred to collectively as “Permitted Liens”). The P66 Company Parties or its their Affiliates or, to the P66 Parties’ knowledge, ▇▇▇▇▇▇ Frac LLC have, and as of the Effective DateTime, the Partnership Plymouth LLC will have, all material consents, licenses and permits necessary to (ix) own and operate the Businesses and Pipeline System in the manner contemplated by the Transaction Documents (including to allow develop up to three caverns on the Cross Channel Pipeline ▇▇▇▇▇▇▇ Real Property in addition to cross the roads, waterways, railroads Initial Caverns and other areas upon which any portion of the Cross Channel Pipeline are located or are to be located, In-Process Cavern) and (iiy) to allow for ingress and egress to and from the Bayway Rail Rack, the Ferndale Rail Rack and the Cross Channel Connector ProjectContributed Assets. (c) The P66 Company Parties or its their Affiliates or, to the P66 Parties’ knowledge, ▇▇▇▇▇▇ Frac LLC have, and as of the Effective DateTime, the Partnership Plymouth LLC will have, good and marketable title to all tangible personal property included in the Contributed Assets, free and clear of all Liens except Permitted Liens, other than tangible personal property owned on the date of this Agreement but subsequently sold or otherwise disposed of in the ordinary course of business consistent with prior practice. All tangible personal property included in the Contributed Assets is, in the aggregate, in good operating condition and repair (normal wear and tear excepted) and has been maintained in accordance with applicable laws and regulations, as well as generally accepted industry practice, and is sufficient for the purposes for which it is currently being used or held for use.