Common use of Title; Real Property Clause in Contracts

Title; Real Property. (a) Schedule 3.18 sets forth all the Real Property (other than Non-Material Real Property) owned by Borrower and its Material Subsidiaries at the date hereof and each of Borrower and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all such Real Property and good title to all personal property purported to be owned by it, including those reflected on the most recent Financial Statements delivered by the Borrower, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 6.2. Borrower and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect in all material respects Borrower’s and its Material Subsidiaries’ right, title and interest in and to all such property. (b) Set forth on Schedule 3.18 hereto is a complete and accurate list of all Real Property (other than Non-Material Real Property) owned and leased by Borrower and its Material Subsidiaries showing as of the Extension Date the street address, county or other relevant jurisdiction, state, and record owner. Each Loan Party has good, indefeasible and marketable fee simple (or, where relevant, leasehold) title to all Real Property purported to be owned by it, which ownership is free and clear of all Liens other than Liens created or permitted by the Loan Documents. (c) Except as set forth on Schedule 3.18 (or otherwise notified in writing to the Administrative Agent in respect of Real Property acquired after the Closing Date), neither Borrower nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any Real Property (other than Non-Material Real Property) owned or leased by Borrower or any of its Subsidiaries except as permitted by the Loan Documents. (d) All material components of all improvements included within the Real Property owned or leased by Terra or any of its Subsidiaries (collectively, “Improvements”), including the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in working order and repair to the extent necessary for the effective and orderly conduct of the business, operations and activities of Terra and its Subsidiaries in all material respects (but in any event to a standard not lower than that generally maintained by Terra and its Subsidiaries during the two year period preceding the date hereof). All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by Terra or any of its Subsidiaries are installed and operating and are sufficient to enable the Real Property owned or leased by Terra or its Subsidiaries to continue to be used and operated in the manner currently being used and operated, and neither Terra nor any of its Subsidiaries has any knowledge of any factor or condition that could result in the termination or material impairment of the furnishing thereof. No Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other Improvement not included in the Real Property owned or leased by Terra or any of its Subsidiaries or over which it has a right of way or easement. (e) No portion of any Real Property owned or leased by Terra or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been substantially repaired and restored to its original condition except with respect to which repair has been commenced (as set forth on Schedule 3.18 (or otherwise notified in writing to the Administrative Agent after the Extension Date)) and is being diligently progressed. Except as set forth on Schedule 3.18 (or otherwise notified in writing to the Administrative Agent after the Extension Date), no portion of any Real Property owned or leased by Terra or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Governmental Authority. (f) All Permits required to have been issued or appropriate to enable all Real Property owned or leased by Terra or any of its Subsidiaries to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, other than those which in the aggregate would not have a Material Adverse Effect. (g) None of Terra or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Terra or any of its Subsidiaries or any part thereof, except those which, in the aggregate, would not have a Material Adverse Effect.

Title; Real Property. (a) Set forth on Schedule 3.18 sets forth 4.16 is, as of the Restatement Date, (i) a complete and accurate list of all real property owned in fee simple by any Borrower or in which any Borrower owns a leasehold interest setting forth, for each such real property, the Real Property current street address (including, where applicable, county, state and other than Non-Material Real Propertyrelevant jurisdictions), the record owner thereof and, where applicable, each lessee and sublessee thereof, (ii) owned any lease, sublease, license or sublicense of such real property by any Borrower and its Material Subsidiaries at (iii) for each such real property that the date hereof and Administrative Agent has requested be subject to a Mortgage or that is otherwise material to the business of any Borrower, each of Contractual Obligation by any Borrower, whether contingent or otherwise, to Transfer such real property. (b) Each Borrower and its Subsidiaries has good and marketable fee simple title to, or to all owned real property and valid leasehold interests inin all leased real property, all such Real Property and good title to owns all personal property property, in each case that is purported to be owned or leased by it, including those reflected on the most recent Financial Statements delivered by the Borrower, and none of such properties and assets property is subject to any Lien, Lien except Liens permitted under Section 6.2Permitted Liens. Borrower All such real and its Subsidiaries have received personal property represents all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the property used in all material respects Borrower’s and its Material Subsidiaries’ right, title and interest in and to all such property. (b) Set forth the operation of the business located on Schedule 3.18 hereto is a complete and accurate list of all Real Property (other than Non-Material the Real Property) owned and leased by Borrower and its Material Subsidiaries showing as of the Extension Date the street address, county or other relevant jurisdiction, state, and record owner. Each Loan Party has good, indefeasible and marketable fee simple (or, where relevant, leasehold) title to all Real Property purported to be owned by it, which ownership is free and clear of all Liens other than Liens created or permitted by the Loan Documents. (c) Except as set forth on Schedule 3.18 (or otherwise notified in writing No condemnation has been commenced or, to the Administrative Agent in Borrowers’ knowledge, is contemplated with respect of Real Property acquired after the Closing Date), neither Borrower nor to all or any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose portion of any Real Property (other than Non-Material Real Property) owned Facility or leased by Borrower or for the relocation of roadways providing access to any of its Subsidiaries except as permitted by the Loan DocumentsFacility. (d) All material components Each Facility has adequate rights of all improvements included within the Real Property owned or leased access to public ways and is served by Terra or any of its Subsidiaries (collectively, “Improvements”), including the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste adequate water, sewer sanitary sewer and storm waterdrain facilities. All public utilities necessary or convenient to the full use and enjoyment of each Facility is located in the public right-of-way abutting each Facility or in a duly recorded easement, paving and parking equipmentall such utilities are connected so as to serve such Facility without passing over other property, systems and facilities included therein, are in working order and repair except to the extent such other property is subject to a recorded easement for such utility. Except as shown on the As-Built Surveys, all roads necessary for the effective and orderly conduct full utilization of the business, operations and activities of Terra and its Subsidiaries in all material respects (but in any event to a standard not lower than that generally maintained by Terra and its Subsidiaries during the two year period preceding the date hereof). All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by Terra or any of its Subsidiaries are installed and operating and are sufficient to enable the Real Property owned or leased by Terra or its Subsidiaries to continue to be used and operated in the manner currently being used and operated, and neither Terra nor any of its Subsidiaries has any knowledge of any factor or condition that could result in the termination or material impairment of the furnishing thereof. No Improvement or portion thereof is dependent each Facility for its access, operation or utility on any land, building or other Improvement not included in the Real Property owned or leased current purpose have been completed and dedicated to public use and accepted by Terra or any of its Subsidiaries or over which it has a right of way or easementall government authorities. (e) No portion of any Real Property owned All real estate taxes and assessments, special or leased by Terra or any of its Subsidiaries has suffered any material damage by fire or other casualty loss otherwise, which has not heretofore been substantially repaired are due and restored to its original condition except payable with respect to which repair each parcel of Real Property has been commenced (as set forth on Schedule 3.18 (paid in full and there are no pending or, to Borrowers’ knowledge, proposed special or other assessments for public improvements or otherwise notified in writing affecting the Real Property, nor are there any contemplated improvements to the Administrative Agent after the Extension Date)) and is being diligently progressed. Except as set forth on Schedule 3.18 (or otherwise notified in writing to the Administrative Agent after the Extension Date), no portion of any Real Property owned that may result in such special or leased by Terra or other assessments. (f) No improvements on any parcel of its Subsidiaries Real Property is located in within a special flood hazard area nor is eligible for flood insurance under the U. S. Flood Disaster Protection Act of 1973, as designated amended or as a wetlands area by any federal Governmental Authority. (f) All Permits required to have been issued or appropriate to enable all governmental entity having jurisdiction over any Real Property owned or leased by Terra or any of its Subsidiaries to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, other than those which in the aggregate would not have a Material Adverse EffectProperty. (g) None The Real Property for each Facility is comprised of Terra one (1) or more contiguous parcels that constitute a separate tax lot or lots and does not constitute or include a portion of any other tax lot not a part of its Subsidiaries such Real Property. (h) To Borrower’s knowledge and except as expressly disclosed in any report addressing the physical condition of the Real Property, such Real Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects; to Borrower’s knowledge and except as disclosed in such report, there exists no structural or other material defects or damages in or to the Real Property, whether latent or otherwise, and Borrower has not received any notice, written notice from any insurance company or has any knowledge, bonding company of any pendingdefects or inadequacies in the Property, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Terra or any of its Subsidiaries or any part thereof, except those which, in which would adversely affect the aggregate, would not have a Material Adverse Effectinsurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

Title; Real Property. (a) With respect to the Leased Baytech Property, Section 3.11(a)(i) of the Seller Disclosure Schedule 3.18 sets forth all lists the Real Property (name of the Landlord, the date of the Occupancy Agreement and each amendment thereto, the date of termination of the Occupancy Agreement and the aggregate annual rental and other than Non-Material fees payable under the Occupancy Agreement. Section 3.11(a)(ii) of the Seller Disclosure Schedule contains an accurate and complete list and description of the Owned Business Real Property. (b) owned by Borrower and its Material Subsidiaries at the date hereof Each of Parent and each of Borrower Asset Seller and its Subsidiaries Transferred Subsidiary has good and marketable valid fee simple title (subject to Permitted Title Encumbrances) to, or valid leasehold or sublease interests inor other comparable contract rights in or relating to, all such of its Owned Business Real Property and good title to all personal property purported to be owned by itor Leased Business Real Property, including those reflected on the most recent Financial Statements delivered by the Borroweras applicable, and none other material tangible Assets necessary for the conduct of such properties and assets is the Businesses as currently conducted (subject to any Lien, except Liens permitted under Section 6.2. Borrower Permitted Encumbrances). (c) Each of Parent and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance each Asset Seller and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect Transferred Subsidiary has complied in all material respects Borrower’s with the terms of all Occupancy Agreements relating to Leased Business Real Property to which it is a party and its Material Subsidiaries’ right, title all Occupancy Agreements relating to Leased Business Real Property to which Parent or any Asset Seller or Transferred Subsidiary is a party are in full force and interest in effect and to all the Knowledge of Parent and the Sellers no default has occurred under any such propertyOccupancy Agreement. None of Parent or any Asset Seller or Transferred Subsidiary has received any written notice of any event or occurrence that has resulted or could result (with or without the giving of notice, the lapse of time or both) in a material default with respect to any Occupancy Agreement regarding the Leased Business Real Property. (bd) Set forth on Schedule 3.18 hereto is a Parent has delivered or made available (or will promptly after the Agreement Date make available) to Buyer for Buyer's inspection at the Owned Business Real Property copies of all material documents in any Seller's possession relating to the Owned Business Real Property: (i) all surveys and appraisals; (ii) real and personal property tax bills for the previous three (3) years; (iii) mechanical, electrical and structural plans and specifications, including as-builts; (iv) warranties; (v) service contracts; (vi) reports of any engineer's inspection of the structural aspects and mechanical systems of the improvements; (vii) soils and geotechnical reports; (viii) reports, studies, and assessments, test results or other documents relating to the environmental condition; and (ix) audits, inspections or reports determining compliance (or non-compliance) with applicable laws, including the Americans with Disabilities Act. (e) Parent has delivered or made available to Buyer complete and accurate list copies of all each of the Occupancy Agreements relating to the Leased Business Real Property or the Owned Business Real Property, including all amendments and modifications thereto. None of Parent or any Asset Seller or Transferred Subsidiary has assigned, leased, subleased, licensed, transferred, conveyed, mortgaged, or encumbered its interest (other than Non-Material Permitted Title Encumbrances) in any of the Leased Business Real Property or the Owned Business Real Property, except as set forth on Section 3.11(e) owned and leased by Borrower and its Material Subsidiaries showing as of the Extension Date Seller Disclosure Schedule. Except as set forth on Section 3.11(e) of the street addressSeller Disclosure Schedule, county or other relevant jurisdiction, state, and record owner. Each Loan Party has good, indefeasible and marketable fee simple (or, where relevant, leasehold) title the transactions contemplated by this Agreement do not require the consent of any party relating to all the Leased Business Real Property purported to be owned by it, which ownership is free and clear of all Liens other than Liens created or permitted by the Loan DocumentsOwned Business Real Property. (cf) Except as set forth on Schedule 3.18 (or otherwise notified in writing Section 3.11(f) of the Seller Disclosure Schedule, to the Administrative Agent in respect Knowledge of Parent and the Sellers, as of the Agreement Date none of Parent or any Asset Seller or Transferred Subsidiary has received written notice from any Governmental Authority that the Owned Business Real Property acquired after or the Closing Leased Business Real Property fails to comply with any Law (including zoning, planning, and building code requirements) that remains uncured as of the Agreement Date). There are no pending or, neither Borrower nor to the Knowledge of Parent, threatened, condemnation proceedings against any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any the Owned Business Real Property (other than Non-Material or the Leased Business Real Property) owned or leased by Borrower or any of its Subsidiaries except as permitted by the Loan Documents. (dg) All To the Knowledge of Parent and the Sellers: (i) there are no material components of all improvements included within the Real Property owned structural or leased by Terra or other defects in any of its Subsidiaries the improvements located on the Owned Business Real Property; (collectively, “Improvements”), including the roofs and structural elements thereof and ii) the heating, ventilation, air conditioning, electrical, plumbing, electrical, mechanical, sewer, waste water, storm water, paving drainage and parking equipment, sanitary sewer systems and facilities included therein, that are servicing the Owned Business Real Property are in good condition and in working order order, and repair (iii) neither Parent nor any Seller has received any notice alleging any material defect or deficiencies therein. (h) To the Knowledge of Parent and the Sellers, there are no material defaults under or with respect to any management, real estate, leasing or rental commission, service, maintenance or other contracts of any kind or description in existence relating to the Owned Business Real Property and no conditions or facts which, with the passage of time or the giving of notice, or both, would constitute such a material default on the part of any party thereto. (i) To the Knowledge of Parent and the Sellers, the Owned Business Real Property and all improvements thereon conform to and comply with all easements, deed restrictions, restrictive covenants, building codes, zoning restrictions and environmental laws, and any other law, ordinance, covenant, restriction or regulation affecting the real property or improvements thereon in all material respects; neither Parent nor any Seller has received any notification from any governmental or public authority that any portion of the Real Property is not in compliance with any existing fire, health, building, handicapped persons, sanitation, use and occupancy or zoning laws to the extent necessary for the effective and orderly conduct of the business, operations and activities of Terra and its Subsidiaries in all material respects (but in any event such laws are applicable to a standard not lower than that generally maintained by Terra and its Subsidiaries during the two year period preceding the date hereof). All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned in any material respect, or leased by Terra that any material work is required to be done upon or any of its Subsidiaries are installed and operating and are sufficient to enable in connection with the Owned Business Real Property; the Owned Business Real Property owned is not dependent upon any other parcel of real property for parking or leased open space in compliance with any code, law, ordinance, statute, rule or regulation; the paved parking area constructed on the Owned Business Real Property currently contains sufficient number of spaces for parking of automobiles as required by Terra or its Subsidiaries to continue to be used applicable Law and operated in the manner currently being used and operated, and neither Terra nor any of its Subsidiaries has any knowledge such area meets all requirements of any factor or condition that could result in Governmental Authority having jurisdiction over the termination or material impairment of the furnishing thereof. No Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other Improvement not included in the Owned Business Real Property owned or leased by Terra or any of its Subsidiaries or over which it has a right of way or easementProperty. (ej) No portion of any The Owned Business Real Property owned or leased by Terra or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been substantially repaired and restored to its original condition except with respect to which repair has been commenced (as set forth on Schedule 3.18 (or otherwise notified in writing to the Administrative Agent after the Extension Date)) is separately assessed for real property tax assessment purposes and is being diligently progressednot combined with any other real property for such tax assessment purposes. Except as set forth on Schedule 3.18 (or otherwise notified in writing 3.11(j) to the Administrative Agent after Seller Disclosure Schedule, the Extension Date)Owned Business Real Property is not subject to or affected by, and no portion Seller Party has received notice of any contemplated or actual, re-assessments of the Owned Business Real Property owned or leased by Terra or any part thereof for general real estate tax purposes or special assessment purposes. No assessments for public improvements, impact fees, contributions in lieu of its Subsidiaries is located in a special flood hazard area as designated by any federal Governmental Authorityassessments or similar exactions have been made against the Owned Business Real Property which remain unpaid. (fk) All Permits public utilities (including, without limitation, sanitary sewer, storm sewer, electricity, cable television, gas, water and telephone) required for the operation of the Owned Business Real Property (including any required to have been issued or appropriate to enable all Real Property owned or leased be provided by Terra or any of its Subsidiaries to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effecta Landlord under an Occupancy Agreement), other than those which in the aggregate would not have a Material Adverse Effect. (g) None of Terra or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Terra or any of its Subsidiaries or any part thereof, are installed and operating. (l) Parent will allow Buyer the right to obtain, at Buyer's sole expense, an ALTA/ASCM survey of the Owned Business Real Property certified to Parent or any Seller, Buyer and a title insurance company of Buyer's choosing (the "Survey"). Prior to Closing, Buyer may elect to have the Survey recertified in order to cause the certification date to be closer to the Closing Date and to add any additional parties that may require a survey certification. (m) There are no material management, leasing or rental commission contracts of any kind or description in existence relating to the Owned Business Real Property, except those whichas set forth on Section 3.11(m) of the Seller Disclosure Schedule, the terms of which will survive the Closing or would constitute an obligation upon Buyer after the Closing. (n) To the Knowledge of Parent and the Sellers, the Owned Business Real Property is separately assessed for real property tax assessment purposes and is not combined with any other real property for such tax assessment purposes; the Owned Business Real Property is not subject to or affected by, and no Seller has received notice of, any contemplated or actual, re assessments of the Owned Business Real Property or any part thereof for general real estate tax purposes or special assessment purposes; no assessments for public improvements, impact fees, contributions in lieu of assessments or similar exactions have been made against the Owned Business Real Property which are delinquent; as of the date hereof, except as will be reflected in the aggregateClosing Working Capital, would all due and payable assessments, water charges, and sewer charges affecting the Owned Business Real Property, are not have a Material Adverse Effectdelinquent, nor are any assessments, payments and fees due under any of the Permitted Title Encumbrances.

Title; Real Property. (a) Set forth on Schedule 3.18 sets forth 4.16 is, as of the Closing Date, (i) a complete and accurate list of all real property owned in fee simple by any Borrower or in which any Borrower owns a leasehold interest setting forth, for each such real property, the Real Property current street address (including, where applicable, county, state and other than Non-Material Real Propertyrelevant jurisdictions), the record owner thereof and, where applicable, each lessee and sublessee thereof, (ii) owned any lease, sublease, license or sublicense of such real property by any Borrower and its Material Subsidiaries at (iii) for each such real property that the date hereof and Administrative Agent has requested be subject to a Mortgage or that is otherwise material to the business of any Borrower, each of Contractual Obligation by any Borrower, whether contingent or otherwise, to Transfer such real property. (b) Each Borrower and its Subsidiaries has good and marketable fee simple title to, or to all owned real property and valid leasehold interests inin all leased real property, all such Real Property and good title to owns all personal property property, in each case that is purported to be owned or leased by it, including those reflected on the most recent Financial Statements delivered by the Borrower, and none of such properties and assets property is subject to any Lien, Lien except Liens permitted under Section 6.2Permitted Liens. Borrower All such real and its Subsidiaries have received personal property represents all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect the property used in all material respects Borrower’s and its Material Subsidiaries’ right, title and interest in and to all such property. (b) Set forth the operation of the business located on Schedule 3.18 hereto is a complete and accurate list of all Real Property (other than Non-Material the Real Property) owned and leased by Borrower and its Material Subsidiaries showing as of the Extension Date the street address, county or other relevant jurisdiction, state, and record owner. Each Loan Party has good, indefeasible and marketable fee simple (or, where relevant, leasehold) title to all Real Property purported to be owned by it, which ownership is free and clear of all Liens other than Liens created or permitted by the Loan Documents. (c) Except as set forth on Schedule 3.18 (or otherwise notified in writing No condemnation has been commenced or, to the Administrative Agent in Borrowers’ knowledge, is contemplated with respect of Real Property acquired after the Closing Date), neither Borrower nor to all or any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose portion of any Real Property (other than Non-Material Real Property) owned Facility or leased by Borrower or for the relocation of roadways providing access to any of its Subsidiaries except as permitted by the Loan DocumentsFacility. (d) All material components Each Facility has adequate rights of all improvements included within the Real Property owned or leased access to public ways and is served by Terra or any of its Subsidiaries (collectively, “Improvements”), including the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste adequate water, sewer sanitary sewer and storm waterdrain facilities. All public utilities necessary or convenient to the full use and enjoyment of each Facility is located in the public right-of-way abutting each Facility or in a duly recorded easement, paving and parking equipmentall such utilities are connected so as to serve such Facility without passing over other property, systems and facilities included therein, are in working order and repair except to the extent such other property is subject to a recorded easement for such utility. Except as shown on the As-Built Surveys, all roads necessary for the effective and orderly conduct full utilization of the business, operations and activities of Terra and its Subsidiaries in all material respects (but in any event to a standard not lower than that generally maintained by Terra and its Subsidiaries during the two year period preceding the date hereof). All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by Terra or any of its Subsidiaries are installed and operating and are sufficient to enable the Real Property owned or leased by Terra or its Subsidiaries to continue to be used and operated in the manner currently being used and operated, and neither Terra nor any of its Subsidiaries has any knowledge of any factor or condition that could result in the termination or material impairment of the furnishing thereof. No Improvement or portion thereof is dependent each Facility for its access, operation or utility on any land, building or other Improvement not included in the Real Property owned or leased current purpose have been completed and dedicated to public use and accepted by Terra or any of its Subsidiaries or over which it has a right of way or easementall government authorities. (e) No portion of any Real Property owned All real estate taxes and assessments, special or leased by Terra or any of its Subsidiaries has suffered any material damage by fire or other casualty loss otherwise, which has not heretofore been substantially repaired are due and restored to its original condition except payable with respect to which repair each parcel of Real Property has been commenced (as set forth on Schedule 3.18 (paid in full and there are no pending or, to Borrowers’ knowledge, proposed special or other assessments for public improvements or otherwise notified in writing affecting the Real Property, nor are there any contemplated improvements to the Administrative Agent after the Extension Date)) and is being diligently progressed. Except as set forth on Schedule 3.18 (or otherwise notified in writing to the Administrative Agent after the Extension Date), no portion of any Real Property owned that may result in such special or leased by Terra or other assessments. (f) No improvements on any parcel of its Subsidiaries Real Property is located in within a special flood hazard area nor is eligible for flood insurance under the U. S. Flood Disaster Protection Act of 1973, as designated amended or as a wetlands area by any federal Governmental Authority. (f) All Permits required to have been issued or appropriate to enable all governmental entity having jurisdiction over any Real Property owned or leased by Terra or any of its Subsidiaries to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, other than those which in the aggregate would not have a Material Adverse EffectProperty. (g) None The Real Property for each Facility is comprised of Terra one (1) or more contiguous parcels that constitute a separate tax lot or lots and does not constitute or include a portion of any other tax lot not a part of its Subsidiaries such Real Property. (h) To Borrower’s knowledge and except as expressly disclosed in any report addressing the physical condition of the Real Property, such Real Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects; to Borrower’s knowledge and except as disclosed in such report, there exists no structural or other material defects or damages in or to the Real Property, whether latent or otherwise, and Borrower has not received any notice, written notice from any insurance company or has any knowledge, bonding company of any pendingdefects or inadequacies in the Property, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Terra or any of its Subsidiaries or any part thereof, except those whichwhich would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond. (i) Each Lease associated with a Facility, in other than any resident care agreement or any Lease pursuant to which the aggregateFacility is leased back to its prior owner after purchase by the Borrower, would not have a Material Adverse Effectis terminable upon 30 days’ notice by Borrower to the tenant thereunder.

Title; Real Property. (a) Schedule 3.18 4.19 sets forth all the Real Property (other than Non-Non- Material Real Property) owned by Borrower Terra Industries and its Material Subsidiaries at the date hereof and each of Borrower Terra Industries and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all such Real Property and good title to all personal property purported to be owned by it, including those reflected on the most recent Financial Statements delivered by the BorrowerBorrowers, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 6.28.2. Borrower Terra Industries and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect in all material respects Borrower’s Terra Industries' and its Material Subsidiaries’ ' right, title and interest in and to all such property. (b) Set forth on Schedule 3.18 4.19 hereto is a complete and accurate list of all Real Property (other than Non-Material Real Property) owned and leased by Borrower Terra Industries and its Material Subsidiaries showing as of the Extension Closing Date the street address, county or other relevant jurisdiction, state, and record owner. Each Loan Party has good, indefeasible and marketable fee simple (or, where relevant, leasehold) title to all Real Property purported to be owned by it, which ownership is free and clear of all Liens other than Liens created or permitted by the Loan Documents. (c) Except as set forth on Schedule 3.18 4.19 (or otherwise notified in writing to the Administrative Agent in respect of Real Property acquired after the Closing Date), neither Borrower Terra Industries nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any Real Property (other than Non-Material Real Property) owned or leased by Borrower Terra Industries or any of its Subsidiaries except as permitted by the Loan Documents. (d) All material components of all improvements included within the Real Property owned or leased by Terra Industries or any of its Subsidiaries (collectively, “"Improvements”"), including the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in working order and repair to the extent necessary for the effective and orderly conduct of the business, operations and activities of Terra Industries and its Subsidiaries in all material respects (but in any event to a standard not lower than that generally maintained by Terra Industries and its Subsidiaries during the two year period preceding the date hereof). All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by Terra Industries or any of its Subsidiaries are installed and operating and are sufficient to enable the Real Property owned or leased by Terra Industries or its Subsidiaries to continue to be used and operated in the manner currently being used and operated, and neither Terra Industries nor any of its Subsidiaries has any knowledge of any factor or condition that could result in the termination or material impairment of the furnishing thereof. No Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other Improvement not included in the Real Property owned or leased by Terra Industries or any of its Subsidiaries or over which it has a right of way or easement. (e) No portion of any Real Property owned or leased by Terra Industries or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been substantially repaired and restored to its original condition except with respect to which repair has been commenced (as set forth on Schedule 3.18 4.19 (or otherwise notified in writing to the Administrative Agent after the Extension Closing Date)) and is being diligently progressed. Except as set forth on Schedule 3.18 4.19 (or otherwise notified in writing to the Administrative Agent after the Extension Closing Date), no portion of any Real Property owned or leased by Terra Industries or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Governmental Authority. (f) All Permits required to have been issued or appropriate to enable all Real Property real property owned or leased by Terra Industries or any of its Subsidiaries to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, other than those which in the aggregate would not have a Material Adverse Effect. (g) None of Terra Industries or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property real property owned or leased by Terra Industries or any of its Subsidiaries or any part thereof, except those which, in the aggregate, would not have a Material Adverse Effect.

Title; Real Property. (a) Schedule 3.18 sets forth The Acquired Entities have good, valid, marketable and exclusive title, free and clear of all Encumbrances, except Permitted Encumbrances, to: (i) all of the Real Property (other than Non-Material Real Property) owned by Borrower and its Material Subsidiaries at the date hereof and each of Borrower and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all such Real Property and good title to all personal property purported to be owned by it, including those reflected on the most recent Financial Statements delivered by the Borrower, and none of such properties and assets is subject to any Lien, reflected in the Balance Sheet (except Liens permitted for assets held under Section 6.2. Borrower and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition capitalized leases or similar agreements, bills sold since the date of sale and other documentsthe Balance Sheet in the Ordinary Course of Business), and have duly effected (ii) all recordingsof the properties and assets purchased or otherwise acquired by the Acquired Entities since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business). With the exception of properties and assets owned by Aquila and used thereby in connection with the providing of Support Services to the Business, filings the properties and other actions necessary to establish, protect assets owned or leased by the Acquired Entities constitute sufficient properties and perfect in all material respects Borrower’s and its Material Subsidiaries’ right, title and interest in and to all such propertyassets for the operation of the Business as presently conducted. (b) Set Section 5.8 of the Seller Disclosure Schedule sets forth on Schedule 3.18 hereto is a complete and accurate list of all Real Property the real property owned by the Acquired Entities (other than Non-Material the “Owned Real Property”) owned and the real property leased by Borrower the Acquired Entities (the “Leased Real Property” and its Material Subsidiaries showing as of together with the Extension Date Owned Real Property, the street address, county or other relevant jurisdiction, state, and record owner“Everest Real Property”). Each Loan Party has good, indefeasible The Acquired Entities have good and marketable fee simple (or, where relevant, leasehold) title to all the Owned Real Property purported to be owned by itProperty, which ownership is free and clear of all Liens Encumbrances, except for Permitted Encumbrances. The Acquired Entities have a valid leasehold interest in the Leased Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. The Acquired Entities have not received written notice that the use or occupancy of the Everest Real Property violates any covenants, conditions or restrictions that encumber such Everest Real Property or that such Everest Real Property is subject to any restriction for which any permit or authorization is necessary to the current use thereof. There are no leases, licenses, concessions or other than Liens created agreements granting to any person the right of use or permitted by occupancy of any portion of the Loan DocumentsEverest Real Property. (c) Except as set forth on Schedule 3.18 (or otherwise notified in writing to the Administrative Agent in respect of Real Property acquired after the Closing Date), neither Borrower nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any All leases for Leased Real Property (other than Non-Material i) are valid and in full force and effect and (ii) are enforceable in accordance with their terms. The Acquired Entities are not in default beyond applicable notice and cure periods under any such lease, and no event, act or omission has occurred which would result in a default beyond applicable notice and cure periods. The Acquired Entities have made available to Buyer true and complete copies of all leases for Leased Real Property) owned or leased by Borrower or any of its Subsidiaries except as permitted by the Loan Documents. (d) All material components of all improvements included within No Person (other than the Real Property owned or leased by Terra or any of its Subsidiaries (collectively, “Improvements”), including the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are Acquired Entities) is in working order and repair to the extent necessary for the effective and orderly conduct possession of the business, operations and activities of Terra and its Subsidiaries in all material respects (but in any event to a standard not lower than that generally maintained by Terra and its Subsidiaries during the two year period preceding the date hereof). All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Everest Real Property owned or leased by Terra or any of its Subsidiaries are installed and operating and are sufficient to enable the Real Property owned or leased by Terra or its Subsidiaries to continue to be used and operated in the manner currently being used and operated, and neither Terra nor any of its Subsidiaries has any knowledge of any factor or condition that could result in the termination or material impairment of the furnishing thereof. No Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other Improvement not included in the Real Property owned or leased by Terra or any of its Subsidiaries or over which it has a right of way or easementProperty. (e) No portion of any Real Property owned or leased by Terra or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been substantially repaired and restored to its original condition except with respect to which repair has been commenced (Other than as set forth on Schedule 3.18 (or otherwise notified in writing the leases relating to the Administrative Agent after the Extension Date)) Leased Real Property, as amended and is being diligently progressed. Except as set forth on Schedule 3.18 (or otherwise notified in writing supplemented to the Administrative Agent after date hereof, the Extension Date)Acquired Entities are not under any contractual or other legal obligation, no portion of and has not entered into any commitment, to make capital improvements or alterations to the Everest Real Property owned or leased by Terra or any of its Subsidiaries is the facilities located in a special flood hazard area as designated by any federal Governmental Authoritythereon. (f) All Permits required With respect to have been issued or appropriate to enable all the Everest Real Property owned (i) no portion thereof is subject to any pending or leased threatened condemnation Proceeding by Terra any public or quasi-public authority with respect thereto; and (ii) no written notice of any of its Subsidiaries to be lawfully occupied and used for all increase in the assessed valuation of the purposes for which they are currently occupied Everest Real Property and used have no written notice of any contemplated special assessment has been lawfully issued and are in full force and effect, other than those which in received by the aggregate would not have a Material Adverse EffectAcquired Entities. (g) None With respect to the Leased Real Property, no written notice of Terra exercise of any option or right of termination, acceleration, repurchase or similar option or right by a landlord or lessor with respect to a lease of any of its Subsidiaries the Leased Real Properties has been received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Terra or any of its Subsidiaries or any part thereof, except those which, in the aggregate, would not have a Material Adverse EffectAcquired Entities.

Title; Real Property. (a) Schedule 3.18 4.19 sets forth all the Real Property (other than Non-Material Real Property) owned by Borrower Terra Industries and its Material Subsidiaries at the date hereof and each of Borrower Terra Industries and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all such Real Property and good title to all personal property purported to be owned by it, including those reflected on the most recent Financial Statements delivered by the BorrowerBorrowers, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 6.28.2. Borrower Terra Industries and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect in all material respects Borrower’s Terra Industries' and its Material Subsidiaries’ ' right, title and interest in and to all such property. (b) Set forth on Schedule 3.18 4.19 hereto is a complete and accurate list of all Real Property (other than Non-Material Real Property) owned and leased by Borrower Terra Industries and its Material Subsidiaries showing as of the Extension Effective Date the street address, county or other relevant jurisdiction, state, and record owner. Each Loan Party has good, indefeasible and marketable fee simple (or, where relevant, leasehold) title to all Real Property purported to be owned by it, which ownership is free and clear of all Liens other than Liens created or permitted by the Loan Documents. (c) Except as set forth on Schedule 3.18 4.19 (or otherwise notified in writing to the Administrative Agent in respect of Real Property acquired after the Closing Date), neither Borrower Terra Industries nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any 66 option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any Real Property (other than Non-Material Real Property) owned or leased by Borrower Terra Industries or any of its Subsidiaries except as permitted by the Loan Documents. (d) All material components of all improvements included within the Real Property owned or leased by Terra Industries or any of its Subsidiaries (collectively, “"Improvements”"), including the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in working order and repair to the extent necessary for the effective and orderly conduct of the business, operations and activities of Terra Industries and its Subsidiaries in all material respects (but in any event to a standard not lower than that generally maintained by Terra Industries and its Subsidiaries during the two year period preceding the date hereof). All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by Terra Industries or any of its Subsidiaries are installed and operating and are sufficient to enable the Real Property owned or leased by Terra Industries or its Subsidiaries to continue to be used and operated in the manner currently being used and operated, and neither Terra Industries nor any of its Subsidiaries has any knowledge of any factor or condition that could result in the termination or material impairment of the furnishing thereof. No Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other Improvement not included in the Real Property owned or leased by Terra Industries or any of its Subsidiaries or over which it has a right of way or easement. (e) No portion of any Real Property owned or leased by Terra Industries or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been substantially repaired and restored to its original condition except with respect to which repair has been commenced (as set forth on Schedule 3.18 4.19 (or otherwise notified in writing to the Administrative Agent after the Extension Effective Date)) and is being diligently progressed. Except as set forth on Schedule 3.18 4.19 (or otherwise notified in writing to the Administrative Agent after the Extension Effective Date), no portion of any Real Property owned or leased by Terra Industries or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Governmental Authority. (f) All Permits required to have been issued or appropriate to enable all Real Property owned or leased by Terra Industries or any of its Subsidiaries to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, other than those which in the aggregate would not have a Material Adverse Effect. (g) None of Terra Industries or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Terra Industries or any of its Subsidiaries or any part thereof, except those which, in the aggregate, would not have a Material Adverse Effect.

Title; Real Property. (a) Schedule 3.18 4.19 sets forth all the Real Property (other than Non-Material Real Property) owned by Borrower TNCLP and its Material Subsidiaries at the date hereof and each of Borrower TNCLP and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all such Real Property and good title to all personal property purported to be owned by it, including those reflected on the most recent Financial Statements delivered by the Borrower, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 6.28.2. Borrower TNCLP and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect in all material respects BorrowerTNCLP’s and its Material Subsidiaries’ right, title and interest in and to all such property. (b) Set forth on Schedule 3.18 4.19 hereto is a complete and accurate list of all Real Property (other than Non-Material Real Property) owned and leased by Borrower TNCLP and its Material Subsidiaries showing as of the Extension Effective Date the street address, county or other relevant jurisdiction, state, and record owner. Each Loan Party has good, indefeasible and marketable fee simple (or, where relevant, leasehold) title to all Real Property purported to be owned by it, which ownership is free and clear of all Liens other than Liens created or permitted by the Loan Documents. (c) Except as set forth on Schedule 3.18 4.19 (or otherwise notified in writing to the Administrative Agent in respect of Real Property acquired after the Closing Effective Date), neither Borrower TNCLP nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any Real Property (other than Non-Material Real Property) owned or leased by Borrower TNCLP or any of its Subsidiaries except as permitted by the Loan Documents. (d) All material components of all improvements included within the Real Property owned or leased by Terra TNCLP or any of its Subsidiaries (collectively, “Improvements”), including the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in working order and repair to the extent necessary for the effective and orderly conduct of the business, operations and activities of Terra TNCLP and its Subsidiaries in all material respects (but in any event to a standard not lower than that generally maintained by Terra TNCLP and its Subsidiaries during the two year period preceding the date hereof). All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by Terra TNCLP or any of its Subsidiaries are installed and operating and are sufficient to enable the Real Property owned or leased by Terra TNCLP or its Subsidiaries to continue to be used and operated in the manner currently being used and operated, and neither Terra TNCLP nor any of its Subsidiaries has any knowledge of any factor or condition that could result in the termination or material impairment of the furnishing thereof. No Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other Improvement not included in the Real Property owned or leased by Terra TNCLP or any of its Subsidiaries or over which it has a right of way or easement. (e) No portion of any Real Property owned or leased by Terra TNCLP or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been substantially repaired and restored to its original condition except with respect to which repair has been commenced (as set forth on Schedule 3.18 4.19 (or otherwise notified in writing to the Administrative Agent after the Extension Effective Date)) and is being diligently progressed. Except as set forth on Schedule 3.18 4.19 (or otherwise notified in writing to the Administrative Agent after the Extension Effective Date), no portion of any Real Property owned or leased by Terra TNCLP or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Governmental Authority. (f) All Permits required to have been issued or appropriate to enable all Real Property owned or leased by Terra TNCLP or any of its Subsidiaries to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, other than those which in the aggregate would not have a Material Adverse Effect. (g) None of Terra TNCLP or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Terra TNCLP or any of its Subsidiaries or any part thereof, except those which, in the aggregate, would not have a Material Adverse Effect.

Title; Real Property. (a) Schedule 3.18 4.19 sets forth all the Real Property (other than Non-Material Real Property) owned by Borrower Terra Industries and its Material Subsidiaries at the date hereof and each of Borrower Terra Industries and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all such Real Property and good title to all personal property purported to be owned by it, including those reflected on the most recent Financial Statements delivered by the BorrowerBorrowers, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 6.28.2. Borrower Terra Industries and its Subsidiaries have received all deeds, assignments, waivers, consents, non-disturbance and recognition or similar agreements, bills of sale and other documents, and have duly effected all recordings, filings and other actions necessary to establish, protect and perfect in all material respects Borrower’s Terra Industries’ and its Material Subsidiaries’ right, title and interest in and to all such property. (b) Set forth on Schedule 3.18 4.19 hereto is a complete and accurate list of all Real Property (other than Non-Material Real Property) owned and leased by Borrower Terra Industries and its Material Subsidiaries showing as of the Extension Effective Date the street address, county or other relevant jurisdiction, state, and record owner. Each Loan Party has good, indefeasible and marketable fee simple (or, where relevant, leasehold) title to all Real Property purported to be owned by it, which ownership is free and clear of all Liens other than Liens created or permitted by the Loan Documents. (c) Except as set forth on Schedule 3.18 4.19 (or otherwise notified in writing to the Administrative Agent in respect of Real Property acquired after the Initial Closing Date), neither Borrower Terra Industries nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any Real Property (other than Non-Material Real Property) owned or leased by Borrower Terra Industries or any of its Subsidiaries except as permitted by the Loan Documents. (d) All material components of all improvements included within the Real Property owned or leased by Terra Industries or any of its Subsidiaries (collectively, “Improvements”), including the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein, are in working order and repair to the extent necessary for the effective and orderly conduct of the business, operations and activities of Terra Industries and its Subsidiaries in all material respects (but in any event to a standard not lower than that generally maintained by Terra Industries and its Subsidiaries during the two year period preceding the date hereof). All water, gas, electrical, steam, compressed air, telecommunication, sanitary and storm sewage lines and systems and other similar systems serving the Real Property owned or leased by Terra Industries or any of its Subsidiaries are installed and operating and are sufficient to enable the Real Property owned or leased by Terra Industries or its Subsidiaries to continue to be used and operated in the manner currently being used and operated, and neither Terra Industries nor any of its Subsidiaries has any knowledge of any factor or condition that could result in the termination or material impairment of the furnishing thereof. No Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other Improvement not included in the Real Property owned or leased by Terra Industries or any of its Subsidiaries or over which it has a right of way or easement. (e) No portion of any Real Property owned or leased by Terra Industries or any of its Subsidiaries has suffered any material damage by fire or other casualty loss which has not heretofore been substantially repaired and restored to its original condition except with respect to which repair has been commenced (as set forth on Schedule 3.18 4.19 (or otherwise notified in writing to the Administrative Agent after the Extension Effective Date)) and is being diligently progressed. Except as set forth on Schedule 3.18 4.19 (or otherwise notified in writing to the Administrative Agent after the Extension Effective Date), no portion of any Real Property owned or leased by Terra Industries or any of its Subsidiaries is located in a special flood hazard area as designated by any federal Governmental Authority. (f) All Permits required to have been issued or appropriate to enable all Real Property owned or leased by Terra Industries or any of its Subsidiaries to be lawfully occupied and used for all of the purposes for which they are currently occupied and used have been lawfully issued and are in full force and effect, other than those which in the aggregate would not have a Material Adverse Effect. (g) None of Terra Industries or any of its Subsidiaries has received any notice, or has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any Real Property owned or leased by Terra Industries or any of its Subsidiaries or any part thereof, except those which, in the aggregate, would not have a Material Adverse Effect.