Common use of Title; Real Property Clause in Contracts

Title; Real Property. (a) No Company Entity owns a freehold estate in any real property. (b) The Company has good and valid title to, or a valid leasehold interest, as applicable, in, all Leased Real Property and material tangible personal property and other material assets reflected in the Interim Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for Permitted Encumbrances. Except as set forth in Section 4.8(b) of the Company Disclosure Schedules, all such properties and assets (including leasehold interests) are in the possession of or under the control of a Company Entity. (c) Section 4.8(c) of the Company Disclosure Schedules lists with respect to each Leased Real Property (i) the street address; (ii) the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease; and (iii) the current use of such property. With respect to the Leased Real Property, the Company has delivered or made available to Parent true, complete and correct copies of the applicable lease, sublease, license or other agreement (including any amendments, modifications or supplements thereto) associated with each Leased Real Property location (the “Leases”). The Leases are in full force and effect, and are binding and enforceable against each Company Entity that is party thereto and, to the Company’s Knowledge, the other parties thereto, in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (whether considered in a proceeding at law or in equity). The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. There are no Legal Proceedings pending nor, to the Company’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.

Title; Real Property. (a) No Company Entity owns a freehold fee estate in any real property. (b) The Each Company Entity, as applicable, has good and valid title to, or a valid leasehold interest, as applicable, interest in, all each Leased Real Property and material tangible personal property and other material assets reflected in the Interim Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for Permitted Encumbrances. Except as set forth in Section 4.8(b4.08(b) of the Company Disclosure Schedules, all such properties and assets (including leasehold interests) are in the possession of or under the control of a Company Entity. (c) Section 4.8(c4.08(c)(1) of the Company Disclosure Schedules lists with respect to each Leased Real Property (i) the street address; (ii) the landlord under the lease, ; (iii) the rental amount currently being paid, and ; (iv) the expiration of security deposit; (v) the term of such lease or sublease; and (iiivi) the current use of such property. With respect to the Leased Real Property, the Company has delivered or made available to Parent Acquiror true, complete and correct copies of the applicable lease, sublease, license or other agreement (including any amendments, modifications or supplements thereto) associated with each Leased Real Property location (the “Leases”). Section 4.08(c)(2) of the Company Disclosure Schedule sets forth a true and correct list of all sites where the Company leases, subleases, licenses or sublicenses form a third party space for purposes of placing the Company’s geolocation equipment (but not for general administrative, manufacturing, or research and development purposes) (the “Site Leases”). The Leases and Site Leases are in full force and effect, and are binding and enforceable against each Company Entity that is party thereto and, to the Company’s Knowledge, the other parties thereto, in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (whether considered in a proceeding at law or in equity). Each applicable Company Entity enjoys peaceful and undisturbed possession of the premises with regard to each Leased Real Property. The Company is not a sublessor sublessor, licensor, or grantor under any sublease sublease, license, or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business do does not violate in any material respect any provision of any applicable Lease, Law, covenant, condition, restriction, easementeasement of record, license, permit or agreementagreement relating thereto. There are no Legal Proceedings pending nor, to the Company’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings. No Company Entity is in material breach of or material default under any Lease and, to the Company’s Knowledge, no landlord is in material breach of or material default under any Lease. There are no unsatisfied obligations to construct or install any tenant improvements with regard to any applicable Lease.

Title; Real Property. (a) No Company Entity owns a freehold estate Schedule 4.19 sets forth all the Real Property (other than Non- Material Real Property) owned by Terra Industries and its Material Subsidiaries at the date hereof and each of 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 Obligors, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 8.2. 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 any real all material respects Terra Industries' and its Material Subsidiaries' right, title and interest in and to all such property. (b) The Company has good Set forth on Schedule 4.19 hereto is a complete and valid title to, or a valid leasehold interest, as applicable, in, accurate list of all Leased Real Property and material tangible personal property and other material assets reflected in the Interim Balance Sheet, (other than properties Non-Material Real Property) owned and assets sold leased by Terra Industries and its Material Subsidiaries showing as of the Restatement Date the street address, county or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Dateother relevant jurisdiction, state, and record owner. All such properties Each Loan Party has good, indefeasible and assets marketable fee simple (including leasehold interestsor, where relevant, leasehold) are title to all Real Property purported to be owned by it, which ownership is free and clear of Encumbrances all Liens other than Liens created or permitted by the Loan Documents. (c) Except as set forth on Schedule 4.19 (or otherwise notified in writing to the Administrative Agent in respect of Real Property acquired after the Restatement Date), neither 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 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 (other than in respect of Non-Material 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 Permitted Encumbrancesthe 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 Restatement Date). 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 4.19 (or otherwise notified in writing to the Administrative Agent after the Restatement Date)) and is being diligently progressed. Except as set forth on Schedule 4.19 (or otherwise notified in Section 4.8(b) writing to the Administrative Agent after the Restatement Date), no portion of the Company Disclosure Schedules, all such properties and assets (including leasehold interests) are any Real Property owned or leased by Terra Industries or any of its Subsidiaries is located in the possession of or under the control of a Company Entityspecial flood hazard area as designated by any federal Governmental Authority. (cf) Section 4.8(c) 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 Company Disclosure Schedules lists with respect to each Leased Real Property (i) the street address; (ii) the landlord under the lease, the rental amount purposes for which they are currently being paid, occupied and the expiration of the term of such lease or sublease; used have been lawfully issued and (iii) the current use of such property. With respect to the Leased Real Property, the Company has delivered or made available to Parent true, complete and correct copies of the applicable lease, sublease, license or other agreement (including any amendments, modifications or supplements thereto) associated with each Leased Real Property location (the “Leases”). The Leases are in full force and effect, and are binding and enforceable against each Company Entity that is party thereto andother 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, to the Company’s Knowledgeor has any knowledge, the other parties theretoof 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 accordance with their respective termsthe aggregate, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (whether considered in would not have a proceeding at law or in equity). The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. There are no Legal Proceedings pending nor, to the Company’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingsMaterial Adverse Effect.

Title; Real Property. (a) No Company Entity owns a freehold estate in any real property. (b) The Company has Entities have good and valid title to, or a valid leasehold interest, as applicable, in, all Leased Real Property and material tangible personal property and other material assets reflected in the Interim Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice Ordinary Course since the Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for Permitted Encumbrances. Except as set forth in Section 4.8(b) of the Company Disclosure Schedules, all such properties and assets (including leasehold interests) are in the possession of or under the control of a Company Entity. Except as set forth in Section 4.8(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than a Company Entity the right to use or occupy all or any portion of the Leased Real Property, (ii) all such leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the General Enforceability Exceptions, and there is not, under any of such leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the other party to such leases, except as would not have a Company Material Adverse Effect, and (iii) to the Company’s Knowledge, there are no material disputes with respect to any such leases. (c) Section 4.8(c) of the Company Disclosure Schedules lists with respect to each Leased Real Property (i) the street address; (ii) the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or subleaselease; and (iii) the current use of such property. With respect to the Leased Real Property, the Company has delivered or made available to Parent true, complete and correct copies of the applicable lease, sublease, license or other lease agreement (including any amendments, modifications or supplements thereto) associated with each Leased Real Property location (the “Leases”). The Leases are in full force and effect, and are binding and enforceable against each Company Entity that is party thereto and, to the Company’s Knowledge, the other parties thereto, in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (whether considered in a proceeding at law or in equity). The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. There are no Legal Proceedings pending nor, to the Company’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedingslocation.

Title; Real Property. (a) No Except (i) as set forth on Schedule 4.5(a) and (ii) for Permitted Encumbrances, Company Entity owns Group has sole, exclusive, good (legal and beneficial) and marketable title to, or in the case of any equipment leases, a freehold estate sole and exclusive enforceable leasehold interest in, all of Company Group’s assets set forth on the December 31, 2010 balance sheet included among the Financial Statements, free and clear of any mortgage, security interest, pledge, lien, claim, encumbrance, sublease, license, or other adverse or intervening interest. The tangible assets included among Company Group’s assets are in any real propertygood condition, free from material defects, reasonable wear and tear and normal depreciation excepted. (b) The Company has good and valid title to, or a valid leasehold interest, as applicable, in, all Leased real property leases listed on Schedule 4.5(b) (“Real Property and material tangible personal Leases”) are the only property and other material assets reflected of similar type used by Company Group in the Interim Balance Sheet, Business. Schedule 4.5(b) shall identify the Real Property Leases by address and shall disclose whether Company Group has any purchase option or sublease (or other than properties and assets sold or otherwise disposed of similar arrangement) with respect to such leased properties. Company Group’s interest in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances Real Property Leases is not subject to any liens, claims or encumbrances, except for Permitted Encumbrances. Except as those set forth in Section 4.8(b) of the Company Disclosure Schedules, all such properties and assets (including leasehold interests) are in the possession of or under the control of a Company Entity. (c) Section 4.8(c) of the Company Disclosure Schedules lists with respect to each Leased Real Property (i) the street address; (ii) the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease; and (iii) the current use of such propertySchedule 4.5(b). With respect to the Leased Real Property, the Company has delivered or made available to Parent true, complete True and correct copies of the applicable lease, sublease, license or other agreement (including any amendments, modifications or supplements thereto) associated with each Leased Real Property location (Leases have been delivered to Purchaser by Company. Subject to the “terms of the respective Real Property Leases”), Company Group has a valid, binding and enforceable leasehold estate in and the right to quiet enjoyment to the property subject thereto for the full term of the respective Real Property Lease. The Real Property Leases are in full force and effect, effect and are binding and enforceable against each Company Entity that is party thereto and, to the Company’s Knowledge, the other parties thereto, Group in accordance with their respective terms, except as the such enforceability thereof may be subject to or limited by any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance reorganization or other similar laws Laws affecting the enforcement of creditors’ rights generally and generally. Except as limited by the availability set forth on Schedule 4.5(b), Company Group has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Real Property Lease. Except as set forth on Schedule 4.5(b), Company Group has not sublet all or any portion of specific performance and other equitable remedies or applicable equitable principles (whether considered in any property subject to a proceeding at law or in equity)Real Property Lease. The Company is Group has not a sublessor or grantor received any written notice of default under any sublease Real Property Lease, and to Company’s Knowledge (i) there is no default by any landlord under any Real Property Lease, and (ii) no event has occurred or other instrument granting failed to occur which, with the giving of notice or the passage of time, or both, would constitute a default under any Real Property Lease. All facilities and improvements on property subject to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property. The use and operation of the Leased Real Property in Lease are adequate and suitable for the conduct of the Business do not violate and to Company’s Knowledge are in any material respect any Law, covenant, good working order and condition, restrictionordinary wear and tear excepted, easementand are supplied with utilities and other services necessary for their operation in connection with the Business. Except as set forth on Schedule 4.5(b), licenseno shareholder, permit director, officer or agreement. There are no Legal Proceedings pending norother affiliate of Company Group holds, directly or indirectly, any ownership interest in the landlord of any properties subject to the a Real Property Lease. (c) No Company Group member currently owns or has ever owned any real property. (d) To Company’s Knowledge, there are no pending or threatened against condemnation or affecting other proceedings that could adversely affect the Leased current use, occupancy, or value of the real property used by Company Group in the operation of the Business. The real property, including the buildings and all other improvements, subject to Real Property or any portion thereof or interest therein Leases, is adequate to operate the facilities as currently used and comprises all of the real property used by Company Group in the nature or operation of the Business. Occupancy and operation of the Business in lieu each of condemnation or eminent domain proceedingsthe leased premises is in compliance in all material respects with applicable Legal Requirements.

Title; Real Property. (a) No Company Entity owns a freehold estate in any real property. (b) The Company has good and valid title to, or a valid leasehold interest, as applicable, in, all Leased Real Property and material tangible personal property and other material assets reflected in the Interim Balance Sheet, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for Permitted Encumbrances. Except as set forth in Section 4.8(b) 5.08 of the Company Disclosure Schedules, all such properties and assets (including leasehold interests) are in the possession of or under the control of a Company Entity. (c) Section 4.8(c5.08(c) of the Company Disclosure Schedules lists with respect to each Leased Real Property (i) the street address; (ii) the landlord under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease; and (iii) the current use of such property. With respect to the Leased Real Property, the Company has delivered or made available to Parent Acquiror true, complete and correct copies of the applicable lease, sublease, license or other agreement (including any amendments, modifications or supplements thereto) associated with each Leased Real Property location (the “Leases”). The Leases are in full force and effect, and are binding and enforceable against each Company Entity that is party thereto and, to the Company’s Knowledge, the other parties thereto, in accordance with their respective terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (whether considered in a proceeding at law or in equity). The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Leased Real Property. The use and operation of the Leased Real Property in the conduct of the Business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. There are no Legal Proceedings pending nor, to the Company’s Knowledge, threatened against or affecting the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.