Common use of Title to Properties; Possession Under Leases Clause in Contracts

Title to Properties; Possession Under Leases. (a) Each of Terex and its Restricted Subsidiaries has fee title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex and its Restricted Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex and its Restricted Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor any of its Restricted Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex Holdings the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere in any material respect with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each Except to the extent that failure to do so could not reasonably be expected to result in a Material Adverse Effect, (i) each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each effect and (ii) each of Terex Holdings, the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No As of the Closing Date, neither Holdings nor the Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor As of the Closing Date, none of Holdings, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Neither Holdings nor the Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding materially and adversely affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor Except as set forth on Schedule 3.07(d), none of Holdings, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex the Borrowers and its their respective Restricted Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business in substantially the same manner as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex the Borrowers and its their respective Restricted Subsidiaries has complied in all material respects with all material obligations under all material leases Material Leases to which it is a party and all such leases are in full force and effect. Each of Terex the Borrowers and its their respective Restricted Subsidiaries enjoys enjoy peaceful and undisturbed possession under all such material leasesMaterial Leases. (c) No As of the Closing Date, neither Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated material condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor As of the Closing Date, none of the Borrowers or any of its their respective Restricted Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02, and no material portion of any Mortgaged Property is subject to any lease, license, sublease or other agreement granting to any person any right to use, occupy or enjoy such portion. (b) Each of Terex the Borrower and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Neither the Borrower nor any Subsidiary has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex the Borrower nor any of its Restricted Subsidiaries Subsidiary is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each The Borrower and each of Terex and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged PropertyProperties), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02, and no material portion of any Mortgaged Property is subject to any lease, license, sublease or other agreement granting to any person any right to use, occupy or enjoy the same, except as set forth on Schedule 3.07(a). (b) Each of Terex The Borrower and its Restricted Subsidiaries each Subsidiary has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex The Borrower and its Restricted Subsidiaries each Subsidiary enjoys peaceful and undisturbed possession under all such material leases. (c) No Except as set forth on Schedule 3.07(c), the Borrower has not received any written notice of, nor and has any no knowledge of, any pending or contemplated condemnation proceeding affecting the any Mortgaged Properties Property or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex the Borrower nor any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, or easements or other property interests in, all its material properties and assets (including all Mortgaged PropertyProperties), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposespurposes and except where the failure to have such title could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.026.02 or arising by operation of law. (b) Each of Terex and its Restricted Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex and its Restricted Subsidiaries enjoys peaceful and undisturbed possession under all such material leases[Reserved]. (c) No As of the Restatement Date, none of the Borrower and the Subsidiaries has received any written notice of, nor has any knowledge of, of any pending or contemplated condemnation proceeding affecting any of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnationcondemnation that remains unresolved as of the Restatement Date. (d) Neither Terex nor any None of its Restricted the Borrower and the Subsidiaries is obligated on the Restatement Date under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or disclosed on Schedule 3.07.

Title to Properties; Possession Under Leases. (a) Each of Terex the Borrowers and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and tangible assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex the Borrowers and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases or warehousing agreements to which it is a party and all such leases or warehousing agreements are in full force and effect. Each of Terex the Borrowers and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex No Borrower nor any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each Except as set forth on Schedule 3.07, each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere in any material respect with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No As of the Closing Date, neither Holdings nor the Borrower has received any written notice of, nor has do any officers of the Borrower have any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor As of the Closing Date, none of Holdings, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex the Borrower and its Restricted Subsidiaries has fee title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex the Borrower and its Restricted Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex the Borrower and its Restricted Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No The Borrower has not received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex the Borrower nor any of its Restricted Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each Except as set forth on Schedule 3.07(a), each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title and, with respect to each Mortgaged Property, encumbrances permitted by Section 6.02, in each case that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Except as set forth on Schedule 3.07(c), neither Holdings nor the Borrower has received any written notice of, nor has any actual knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor None of Holdings, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each The Borrower and each of Terex the Domestic Subsidiaries and its Restricted Material Foreign Subsidiaries has fee good and marketable title to, or valid leasehold interests in, or easements or other limited property rights in, or is licensed to use, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each The Borrower and each of Terex the Domestic Subsidiaries and its Restricted Material Foreign Subsidiaries has complied in with all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex The Borrower and its Restricted Subsidiaries each Subsidiary enjoys peaceful and undisturbed possession under all such material leases. (c) No As of the Amendment No. 1 Effective Date, the Borrower has not received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor Except as disclosed on Schedule 3.20(a) or 3.20(b), as of the Amendment No. 1 Effective Date, none of the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted not prohibited by Section 6.02. (b) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No As of the Closing Date, neither Holdings nor the Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor As of the Closing Date, none of Holdings, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex the Borrower and its Restricted the Subsidiaries has fee has, in all material respects, good and marketable title to, or valid leasehold interests in, or easements, licenses or other limited property interests in, all its material properties and assets (including all Mortgaged Property), except that are necessary for defects in title that do not interfere with its ability to conduct its business the operation of their respective businesses as currently conducted or and as proposed to utilize such properties and assets for their intended purposes. All such material properties and assets are be conducted, free and clear of Liens, all Liens (other than Liens expressly permitted by Section 6.02). (b) Each of Terex the Borrower and its Restricted the Subsidiaries has complied in with all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No As of the Closing Date, (i) no real property or other assets material to the Borrower and its Subsidiaries is affected by any fire or other casualty (whether or not covered by insurance) and (ii) the Borrower has not received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties (or any sale or disposition thereof in lieu of condemnation) affecting any real property or other assets material to the Borrower or its Subsidiaries. (d) Neither Terex nor As of the Closing Date, none of the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex Parent, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, or a right to use, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposespurposes and except where the failure to have such title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each As of Terex and its Restricted Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex and its Restricted Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No the Third Restatement Effective Date, neither Parent nor the Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated material condemnation proceeding affecting the Mortgaged Properties in any material respect or any sale or disposition thereof in lieu of condemnation. (dc) Neither Terex nor As of the Third Restatement Effective Date, none of Parent, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any material interest therein, except for customary rights of first refusal granted to the prior owners of such Mortgaged Property or their Affiliates.

Title to Properties; Possession Under Leases. (a) Each Except as set forth on Schedule 3.07(a), each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its 57 material properties and assets (including all Mortgaged Property), except for minor defects in title and, with respect to each Mortgaged Property, encumbrances permitted by Section 6.02, in each case that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Except as set forth on Schedule 3.07(c), neither Holdings nor the Borrower has received any written notice of, nor has any actual knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor None of Holdings, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each The Borrower and each of Terex and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each Except as set forth on Schedule 3.07(b), the Borrower and each of Terex and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each the Borrower and each of Terex and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases, except where failure to have such possession will not have a Material Adverse Effect. (c) No Except as set forth on Schedule 3.07(c), the Borrower has not received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex the Borrower nor any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Neither Holdings nor the Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor None of Holdings, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex Holdings and its Restricted the Subsidiaries has fee good and indefeasible title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged PropertyProperties), except for Permitted Encumbrances and minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted Permitted Liens. All Equity Interests owned by Section 6.02Holdings and each Subsidiary are duly issued, fully paid and non-assessable. (ba) Each of Terex Holdings and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex Holdings and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (cb) No Borrower Neither Holdings nor any Subsidiary has received any written notice ofnotice, nor or has any knowledge ofknowledge, of any pending or contemplated condemnation proceeding affecting the Condemnation of any material Mortgaged Properties Property or any sale or disposition thereof in lieu of condemnation. (dc) Neither Terex Holdings nor any of its Restricted Subsidiaries Subsidiary is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any material Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex and its Restricted Subsidiaries has fee title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex and its Restricted Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex and its Restricted Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor any of its Restricted Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex Loan Party has good and its Restricted Subsidiaries has fee marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.026.02 and Liens that will be discharged in accordance with the Plan of Reorganization. (b) Each of Terex and its Restricted Subsidiaries Since the Plan Effective Date, each Loan Party has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex and its Restricted Subsidiaries Loan Party enjoys peaceful and undisturbed possession under all such material leases. (c) No Borrower As of the Closing Date, no Loan Party has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor any As of its Restricted Subsidiaries the Closing Date, no Loan Party is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex Citadel, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged PropertyProperties), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex Citadel, the Borrower and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex Citadel, the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Except as set forth on Schedule 3.07(c), neither Citadel nor the Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor None of Citadel, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property Properties or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere in any material respect with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex the Borrower and its Restricted the Subsidiaries has complied in with all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No As of the Closing Date, the Borrower has not received any written notice of, nor and has any no knowledge of, any pending or contemplated threatened condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor As of the Closing Date, none of the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each The Borrower and each of Terex and its Restricted the Subsidiaries has fee good and indefeasible title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged PropertyProperties), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each The Borrower and each of Terex and its Restricted the Subsidiaries has complied in with all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each The Borrower and each of Terex and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No The Borrower has not received any written notice of, nor has and does not have any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex Except as set forth in Schedule 3.07(d), neither the Borrower nor any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex the Borrower and its Restricted the Subsidiaries has fee has, in all material respects, good and marketable title to, or valid leasehold interests in, or easements, licenses or other limited property interests in, all its material properties and assets (including all Mortgaged Property), except that are necessary for defects in title that do not interfere with its ability to conduct its business the operation of their respective businesses as currently conducted or and as proposed to utilize such properties and assets for their intended purposes. All such material properties and assets are be conducted, free and clear of Liens, all Liens (other than Liens expressly permitted by Section ‎Section 6.02). (b) Each of Terex the Borrower and its Restricted the Subsidiaries has complied in with all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No As of the Closing Date, (i) no real property or other assets material to the Borrower and its Subsidiaries is affected by any fire or other casualty (whether or not covered by insurance) and (ii) the Borrower has not received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties (or any sale or disposition thereof in lieu of condemnation) affecting any real property or other assets material to the Borrower or its Subsidiaries. (d) Neither Terex nor As of the Closing Date, none of the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex Parent and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex Parent and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex Parent and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No None of Parent or any Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor None of Parent or any of its Restricted Subsidiaries Subsidiary is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each Except as set forth on Schedule 3.07, each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Real Property), except for minor defects in title that do not interfere in any material respect with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each Except as set forth on Schedule 3.07, each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No As of the Closing Date, neither Holdings nor the Borrower has received any written notice of, nor has do any officers of the Borrower have any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Real Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor As of the Closing Date, none of Holdings, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Real Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex the Company and its Restricted the Subsidiaries has has, or as the Closing Date will have, fee title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are or will be free and clear of Liens, other than Liens expressly permitted by Section 6.026.2. (b) Each of Terex the Company and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex the Company and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Borrower None of the Company or any of the Subsidiaries has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex the Company nor any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each The Borrower and each of Terex and its Restricted the Subsidiaries has fee good and indefeasible title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged PropertyProperties), except for Permitted Liens and minor defects in title that in each case do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.026.08. (b) Each The Borrower and each of Terex and its Restricted the Subsidiaries has complied in with all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each The Borrower and each of Terex and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Except as set forth in Schedule 3.07(c), the Borrower has not received any written notice of, nor has and does not have any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex the Borrower nor any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each Except as set forth on Schedule 3.07(a), each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Except as set forth on Schedule 3.07(c), neither Holdings nor the Borrower has received any written notice of, nor has any actual knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor As of the Closing Date, none of Holdings, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each The Company and each of Terex and its the Restricted Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all the Collateral and Mortgaged PropertyProperties), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02, and no material portion of any Mortgaged Property is subject to any lease, license, sublease or other agreement granting to any person any right to use, occupy or enjoy the same, except as set forth on Schedule 3.07(a). (b) Each of Terex The Company and its each Restricted Subsidiaries Subsidiary has complied in with all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex effect and its the Company and each Restricted Subsidiaries Subsidiary enjoys peaceful and undisturbed possession under all such material leasesleases to which it is a party. (c) No Borrower Except as set forth on Schedule 3.07(c), the Company has not received any written notice of, nor and has any no knowledge of, any pending or contemplated condemnation proceeding affecting the any Mortgaged Properties Property or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex the Company nor any of its Restricted Subsidiaries Subsidiary is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex the Company and its Restricted Subsidiaries the other Loan Parties has fee good and marketable title to, or valid leasehold interests in, all its material properties and material assets that are included in the Collateral (including all Mortgaged Property)) and including valid rights, except for defects title and interests in title that do not interfere or rights to control or occupy easements or rights of way used in connection with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are ("Easements"), free and clear of Liens, all Liens or other exceptions to title other than Liens expressly permitted by Section 6.02Permitted Liens. (b) Each of Terex the Company and its Restricted the Subsidiaries has complied in with all material respects with all obligations under all material leases to which it is a party and all such material leases are in full force and effect. Each of Terex the Company and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Borrower None of the Company or any of the other Loan Parties has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnationcondemnation (i) as of the Closing Date or (ii) at any time thereafter, which in the case of clause (ii) has had, or could reasonably be expected to have, a Material Adverse Effect. (d) Neither Terex nor Except as set forth on Schedule 3.07, none of the Company or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex the Company and its Restricted Subsidiaries the other Loan Parties has fee good and marketable title to, or valid leasehold interests in, all its material properties and material assets that are included in the Collateral (including all Mortgaged Property)) and including valid rights, except for defects title and interests in title that do not interfere or rights to control or occupy easements or rights of way used in connection with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are (“Easements”), free and clear of Liens, all Liens or other exceptions to title other than Liens expressly permitted by Section 6.02Permitted Liens. (b) Each of Terex the Company and its Restricted the Subsidiaries has complied in with all material respects with all obligations under all material leases to which it is a party and all such material leases are in full force and effect. Each of Terex the Company and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Borrower None of the Company or any of the other Loan Parties has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnationcondemnation (i) as of the Restatement Date or (ii) at any time thereafter, which in the case of clause (ii) has had, or could reasonably be expected to have, a Material Adverse Effect. (d) Neither Terex nor Except as set forth on Schedule 3.07, none of the Company or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, or a right to use, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposespurposes and except where the failure to have such title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each As of Terex and the Closing Date, neither Holdings nor any of its Restricted Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex and its Restricted Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Borrower has received any written notice of, nor has and does not have any knowledge of, any pending or contemplated material condemnation proceeding affecting the Mortgaged Properties in any material respect or any sale or disposition thereof in lieu of condemnation. (dc) Neither Terex As of the Closing Date, neither Holdings nor any of its Restricted Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any material interest therein, except for customary rights of first refusal granted to the prior owners of such Mortgaged Property or their Affiliates.

Title to Properties; Possession Under Leases. (a) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, or a right to use, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposespurposes and except where the failure to have such title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such material properties and assets (including, for the avoidance of doubt, all Accounts) are free and clear of Liens, other than Liens expressly permitted by Section 6.026.2. (b) Each As of Terex and the Closing Date, neither Holdings nor any of its Restricted Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex and its Restricted Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Borrower has received any written notice of, nor has and does not have any knowledge of, any pending or contemplated material condemnation proceeding affecting the Mortgaged Properties in any material respect or any sale or disposition thereof in lieu of condemnation. (dc) Neither Terex As of the Closing Date, neither Holdings nor any of its Restricted Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any material interest therein, except for customary rights of first refusal granted to the prior owners of such Mortgaged Property or their Affiliates.

Title to Properties; Possession Under Leases. (a) Each As of Terex the Closing Date, each of Intermediate Holdings, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex and its Restricted Subsidiaries Loan Party has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effecteffect other than such non-compliance or breach which would not reasonably be expected to have a Material Adverse Effect. Each of Terex and its Restricted Subsidiaries Loan Party enjoys peaceful and undisturbed possession under all such material leasesleases other than such non-compliance or breach which would not reasonably be expected to have a Material Adverse Effect. (c) No Neither Intermediate Holdings nor the Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor any of its Restricted Subsidiaries Except as set forth on Schedule 3.07, no Loan Party is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Neither Holdings nor the Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor None of Holdings, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein. SECTION 3.

Title to Properties; Possession Under Leases. (a) Each of Terex Holding, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each Except as set forth on Schedule 3.07(b), each of Terex Holding, the Borrower and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex Holding, the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases, except where failure to have such possession will not have a Material Adverse Effect. (c) No Except as set forth on Schedule 3.07(c), neither Holding nor the Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor None of Holding, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex the Borrower and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Except as set forth on Schedule 3.07(c), the Borrower has not received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex the Borrower nor any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein. No patents, trademarks, service marks or other intellectual property is, individually or in the aggregate, material to the business, operations or prospects of the Borrower or any of the Subsidiaries.

Title to Properties; Possession Under Leases. (a) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business in substantially the same manner as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has complied in all material respects with all material obligations under all material leases Material Leases to which it is a party and all such leases are in full force and effect. Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leasesMaterial Leases. (c) No As of the Closing Date, neither Holdings nor the Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated material condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor As of the Closing Date, none of Holdings, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each After giving effect to the consummation of Terex the KPR Acquisition, on the Closing Date: each of the Borrower and its Restricted the Subsidiaries has fee will have good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all each Mortgaged Property), except for defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All ; all such material properties and assets are shall be free and clear of Liens, other than Liens expressly permitted by Section 6.027.02; and no material portion of any Mortgaged Property shall be subject to any lease, license, sublease or other agreement granting to any Person any right to use, occupy or enjoy the same, except as set forth on Schedule 4.07(a). (b) Each After giving effect to the consummation of Terex and its Restricted Subsidiaries has complied in all material respects with all obligations under the KPR Acquisition, on the Closing Date, (i) all material leases to which it is a party and all such leases are shall be in full force and effect. Each of Terex effect and its Restricted (ii) the Borrower and the Subsidiaries enjoys shall enjoy peaceful and undisturbed possession under all such material leasesleases under which it is tenant. (c) No Except as set forth on Schedule 4.07(c), neither the Borrower nor any Subsidiary has received any written notice of, nor or has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any material properties or assets to be acquired in connection with the KPR Acquisition, or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex the Borrower nor any of its Restricted Subsidiaries Subsidiary is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, or valid licensed rights in, as the case may be, all its material properties and assets (including all Mortgaged Property), except (i) for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposespurposes or (ii) as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex the Borrower and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each , and each of Terex the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases, except, in each case, as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) No As of the Closing Date, the Borrower has not received any written notice of, nor has does it have any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex As of the Closing Date, neither the Borrower nor any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each The Borrower and each of Terex the Domestic Subsidiaries and its Restricted Material Foreign Subsidiaries has fee good and marketable title to, or valid leasehold interests in, or easements or other limited property rights in, or is licensed to use, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each The Borrower and each of Terex the Domestic Subsidiaries and its Restricted Material Foreign Subsidiaries has complied in with all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex The Borrower and its Restricted Subsidiaries each Subsidiary enjoys peaceful and undisturbed possession under all such material leases. (c) No As of the Closing Date, the Borrower has not received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor Except as disclosed on Schedule 3.20(a) or 3.20(b), as of the Closing Date, none of the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex Holdings and its Restricted the Subsidiaries has fee good and indefeasible title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged PropertyProperties), except for Permitted Encumbrances and minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. On the Effective Date, the assets of Holdings and the Subsidiaries (including rights under any transitional services agreement entered into with the Seller) will be sufficient to operate the Xxxxx Springs Refinery and to conduct the Xxxxx Springs Refining Business, in each case, substantially in the manner as currently conducted or as proposed to be conducted by the Borrower on the Effective Date. (b) Each of Terex Holdings and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex Holdings and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Borrower Neither Holdings nor any Subsidiary has received any written notice ofnotice, nor or has any knowledge ofknowledge, of any pending or contemplated condemnation proceeding affecting the Condemnation of any material Mortgaged Properties Property or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex Holdings nor any of its Restricted Subsidiaries Subsidiary is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any material Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex the Borrower, Inland and its Restricted Subsidiaries their respective subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, 60 60 other than Liens expressly permitted by Section 6.026.01. (b) Each of Terex the Borrower, Inland and its Restricted Subsidiaries their respective subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex the Borrower, Inland and its Restricted Subsidiaries their respective subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Except as set forth on Schedule 3.07(c), on the Closing Date, neither Inland nor the Borrower has received any written notice of, nor or has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties Property or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex the Borrower, Inland nor any of its Restricted Subsidiaries their respective subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex the Borrower and its Restricted Subsidiaries has fee title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex the Borrower and its Restricted Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex the Borrower and its Restricted Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No The Borrower has not received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex the Borrower nor any of its Restricted Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each Except as set forth on Schedule 3.07(a), each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No Except as set forth on Schedule 3.07(c), neither Holdings nor the Borrower has received any written notice of, nor has any actual knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor None of Holdings, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex Parent, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, or a right to use, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposespurposes and except where the failure to have such title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each As of Terex and its Restricted Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex and its Restricted Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No the Fourth Restatement Effective Date, neither Parent nor the Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated material condemnation proceeding affecting the Mortgaged Properties in any material respect or any sale or disposition thereof in lieu of condemnation. (dc) Neither Terex nor As of the Fourth Restatement Effective Date, none of Parent, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any material interest therein, except for customary rights of first refusal granted to the prior owners of such Mortgaged Property or their Affiliates.

Title to Properties; Possession Under Leases. (a) Each of Terex the Borrower and its Restricted the Subsidiaries has fee valid title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for defects in title and other matters that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposespurposes and, with respect to each Mortgaged Property, encumbrances permitted under Section 6.02 (including those matters shown on Schedule B of the title commitment described in paragraph (l) of Article IV). All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each of Terex the Borrower and its Restricted the Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each , and each of Terex the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases, except for noncompliance that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (c) No Except as set forth on Schedule 3.07(c), the Borrower has received not received, as of the date hereof, any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex the Borrower nor any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex Parent, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, or a right to use, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposespurposes and except where the failure to have such title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each As of Terex and its Restricted Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex and its Restricted Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No the Restatement Date, neither Parent nor the Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated material condemnation proceeding affecting the Mortgaged Properties in any material respect or any sale or disposition thereof in lieu of condemnation. (dc) Neither Terex nor As of the Restatement Date, none of Parent, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any material interest therein, except for customary rights of first refusal granted to the prior owners of such Mortgaged Property or their Affiliates.

Title to Properties; Possession Under Leases. (a) Each of Terex the Borrowers and its their respective Restricted Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business in substantially the same manner as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (ba) Each of Terex the Borrowers and its their respective Restricted Subsidiaries has complied in all material respects with all material obligations under all material leases Material Leases to which it is a party and all such leases are in full force and effect. Each of Terex the Borrowers and its their respective Restricted Subsidiaries enjoys enjoy peaceful and undisturbed possession under all such material leasesMaterial Leases. (cb) No As of the Closing Date, neither Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated material condemnation proceeding affecting the Closing Date Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (dc) Neither Terex nor As of the Closing Date, none of the Borrowers or any of its their respective Restricted Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Closing Date Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex Parent, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, or a right to use, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposespurposes and except where the failure to have such title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (b) Each As of Terex and its Restricted Subsidiaries has complied in all material respects with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex and its Restricted Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No the Closing Date, neither Parent nor the Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated material condemnation proceeding affecting the Mortgaged Properties in any material respect or any sale or disposition thereof in lieu of condemnation. (dc) Neither Terex nor As of the Closing Date, none of Parent, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any material interest therein, except for customary rights of first refusal granted to the prior owners of such Mortgaged Property or their Affiliates.

Title to Properties; Possession Under Leases. (a) Each of Terex the Borrower and its Restricted the Subsidiaries has fee good and insurable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for (i) Permitted Liens and (ii) minor defects in title that (A) do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposespurposes or (B) could not reasonably be expected to result in a Material Adverse Effect. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02Permitted Liens. (b) Each of Terex the Borrower and its Restricted the Subsidiaries has complied complied, in all material respects respects, with all obligations under all material leases to which it is a party and all such leases are in full force and effect. Each of Terex the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. (c) No As of the Closing Date, none of the Borrower or any of its Subsidiaries has received any written notice of, nor has any knowledge of, of any pending or contemplated condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (d) Neither Terex nor As of the Closing Date, none of the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.

Title to Properties; Possession Under Leases. (a) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has fee good and marketable title to, or valid leasehold interests in, all its material properties and assets (including all Mortgaged Property), except for minor defects in title that do not interfere with its ability to conduct its business in substantially the same manner as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02. (ba) Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries has complied in all material respects with all material obligations under all material leases Material Leases to which it is a party and all such leases are in full force and effect. Each of Terex Holdings, the Borrower and its Restricted the Subsidiaries enjoys peaceful and undisturbed possession under all such material leasesMaterial Leases. (cb) No As of the Closing Date, neither Holdings nor the Borrower has received any written notice of, nor has any knowledge of, any pending or contemplated material condemnation proceeding affecting the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation. (dc) Neither Terex nor As of the Closing Date, none of Holdings, the Borrower or any of its Restricted the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.