Common use of ADDITIONAL CREDIT PARTIES AND COLLATERAL Clause in Contracts

ADDITIONAL CREDIT PARTIES AND COLLATERAL. (a) Unless the Required Lenders otherwise agree, promptly after (i) the formation or acquisition (provided that nothing in this Section 6.10 shall be deemed to authorize the acquisition of any entity not otherwise permitted hereunder) of any Subsidiary not listed on Schedule 5.01, (ii) the domestication of any Foreign Subsidiary, (iii) the occurrence of any other event creating a new Subsidiary, or (iv) a Subsidiary ceases to be, or the Borrower desires that such Subsidiary cease to be, an Inactive Subsidiary, the Borrower shall cause to be executed and delivered a counterpart to the Guaranty Agreement and the Subsidiary Pledge and Security Agreement and New Mortgages from each such Subsidiary that is not a Foreign 956 Subsidiary, together with related documents with respect to such Subsidiary of the kind described in Section 4.01(h) (Secretary Certificate - Resolutions), (i) (Secretary Certificate - Incumbency, Organic Documents), (j) (Certified Organic Documents, Certificate of Good Standing), (p) (Legal Opinion) and (s) (Borrower Certificate - Exhibit F), all in form and substance satisfactory to the Administrative Agent. (b) In the event that any Foreign Subsidiary ceases to be a Foreign 956 Subsidiary, the Borrower shall cause to be executed and delivered a counterpart to the Guaranty Agreement and the Subsidiary Pledge and Security Agreement (with respect to all property except for more than 65% of the Capital Securities of any other Foreign 956 Subsidiary) and New Mortgages from such Foreign Subsidiary and if such Foreign Subsidiary is a direct Subsidiary of the Borrower or of a Domestic Subsidiary, the Borrower shall, or shall cause such Domestic Subsidiary to, pledge 100% of the Capital Securities of such Foreign Subsidiary to the Collateral Agent for the benefit of the Secured Parties pursuant to the Borrower Pledge and Security Agreement or the Subsidiary Pledge and Security Agreement, as applicable, together with related documents with respect to such Foreign Subsidiary of the kind described in Section 4.01(h) (Secretary Certificate - Resolutions), (i) (Secretary Certificate - Incumbency, Organic Documents), (j) (Certified Organic Documents, Certificate of Good Standing), (p) (Legal Opinion) and (s) (Borrower Certificate - Exhibit F), all in form and substance satisfactory to the Administrative Agent. (c) In the event that any Foreign 956 Subsidiary which is a direct Subsidiary of the Borrower or of a Domestic Subsidiary ceases to be, or the Borrower desires that such Subsidiary cease to be, an Inactive Subsidiary, the Borrower shall, or shall cause such Domestic Subsidiary to, pledge 65% of the Capital Securities of such Foreign Subsidiary to the Collateral Agent for the benefit of the Secured Parties pursuant to the Borrower Pledge and Security Agreement or the Subsidiary Pledge and Security Agreement, as applicable, together with related documents with respect to such Foreign Subsidiary of the kind described in Section 4.01(h) (Secretary Certificate - Resolutions), (i) (Secretary Certificate - Incumbency, Organic Documents), (j) (Certified Organic Documents, Certificate of Good Standing), (p) (Legal Opinion) and (s) (Borrower Certificate - Exhibit F), all in form and substance satisfactory to the Administrative Agent. (d) The Borrower will, and will cause each of the other Consolidated Companies to, grant to the Collateral Agent for the benefit of the Secured Parties security interests and New Mortgages in such assets and properties of the Borrower and such other Consolidated Companies as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent in connection with (i) any new fee or leasehold interests of the Borrower or any of the other Consolidated Companies obtained pursuant to Section 6.07(o) or this Section 6.10 or otherwise or (ii) a determination by the Administrative Agent that either the owned real property of Lynchburg Foundry Company located in Radford, Virginia or the owned real property of Ganton Technologies Inc. located in Addison, Illinois (which are not subject to Existing Mortgages), or both, has value (after taking into consideration the condition of such property in respect of applicable Environmental Laws) which warrants taking a New Mortgage (or New Mortgages, as the case may be) with respect to such property (collectively, the "Additional Security Documents"). All such security interests and New Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and New Mortgages superior to and prior to the rights of all third Persons and subject to no Liens other than as expressly permitted by the terms of this Agreement or approved by the Administrative Agent. The Additional Security Documents and instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. In the event that a New Mortgage is granted by the Borrower or any of the other Consolidated Companies pursuant to this Section 6.10, then in each such case, the Borrower will, and will cause each Consolidated Company to, execute and deliver all other relevant documentation (including a title policy, survey and opinions of counsel) of the type described in Section 4.01(f), (g), (p), and (u) as such Borrower or other Consolidated Company would have had to deliver if the New Mortgage were one of the conditions precedent to the Effective Date set forth in Section 4.01, provided, however, that in addition to the documentation required by Section 4.01, the Borrower shall also deliver to the Administrative Agent a Phase I environmental report in form and substance satisfactory to Administrative Agent and such other documentation as the Administrative Agent may require in its sole reasonable discretion. The Borrower agrees that each action required by this Section 6.10(d) shall be completed as soon as possible, but in no event later than 60 days (or such longer period as agreed to by the Administrative Agent in its sole discretion) after such action is requested to be taken by the Administrative Agent.

ADDITIONAL CREDIT PARTIES AND COLLATERAL. (a) Unless Not later than September 15, 1998, deliver to the Required Lenders otherwise agreeCollateral Agent, promptly for the benefit of the Lenders, duly executed Pledge Agreements with respect to the Pledged Stock, together with such certificates as may evidence such Pledged Stock, with appropriate stock powers and endorsements, together with such opinions, officer's certificates and other evidence as to the enforceability and priority of the Liens granted thereby as may be requested by the Agent, all in form and substance satisfactory to the Agent. (b) Promptly after (i) the formation or acquisition (provided that nothing in this Section 6.10 shall be deemed to authorize the acquisition of any entity not otherwise permitted hereunder) of any Subsidiary of Borrower not listed on Schedule SCHEDULE 5.01, (ii) the domestication of any Foreign Subsidiary of Borrower that is a Subsidiary, or (iii) the occurrence of any other event creating a new SubsidiarySubsidiary of Borrower, or (iv) a Subsidiary ceases to be, or the Borrower desires that such Subsidiary cease to be, an Inactive Subsidiary, the Borrower shall execute and deliver, and cause to be executed and delivered a counterpart the following documents, in each case in form and substance satisfactory to the Agent: (x) a Guaranty Agreement and the Subsidiary Pledge and Security Agreement and New Mortgages from each such Subsidiary that is not a Foreign 956 Subsidiary, together with related documents with respect to such Subsidiary of the kind described in Section 4.01(h4.01(d), (e), (f), (g), (h), and (k), and (y) a Pledge Agreement with respect to not less than sixty-five percent (Secretary Certificate - Resolutions)65%) of the capital stock of one or more Foreign Subsidiaries (as specified in the immediately following sentence) if such Foreign Subsidiary or Foreign Subsidiaries are directly owned by Borrower or a Subsidiary that is not, and is not directly or indirectly controlled by, a Foreign Subsidiary, together with such certificates as may evidence such Pledged Stock, with appropriate stock powers and endorsements and such opinions, officer's certificates and other evidence as to the enforceability and priority of the Liens granted thereby as may be requested by the Agent, PROVIDED, HOWEVER, that Borrower shall not be required at such time to execute and deliver, or cause to be executed and delivered, a Pledge Agreement with respect to any capital stock of a Foreign Subsidiary that may be included as one of the Non-Material Foreign Subsidiaries without causing the portion of the Consolidated EBITDA or Consolidated Tangible Assets contributed or possessed by such Non-Material Foreign Subsidiaries in the aggregate (on a pro forma basis) to exceed the specified percentage of Consolidated EBITDA or Consolidated Tangible Assets set forth in the definition of the term "Non-Material Foreign Subsidiaries." In complying with the requirements set forth in the immediately preceding sentence, (i) Borrower shall pledge capital stock of that Foreign Subsidiary or those Foreign Subsidiaries that have contributed or possessed, or would have contributed or possessed (Secretary Certificate - Incumbency, Organic Documentson a pro forma basis), (j) (Certified Organic Documentsthe greatest portion of such Consolidated EBITDA or Consolidated Tangible Assets for the most recently ended fiscal quarter of Borrower, Certificate of Good Standing), (p) (Legal Opinion) and (sii) all other Foreign Subsidiaries whose capital stock shall not have been pledged pursuant to this Section 6.10 shall in the aggregate qualify (on a pro forma basis) as Non-Material Foreign Subsidiaries as defined herein. (c) Promptly after delivery to the Lenders of a certificate pursuant to Section 6.07(c) indicating that the portion of the Consolidated EBITDA or the Consolidated Tangible Assets contributed or possessed by all Foreign Subsidiaries whose capital stock is not then subject to a Pledge Agreement, in the aggregate, exceeds the specified percentage of Consolidated EBITDA or Consolidated Tangible Assets set forth in the definition of the term "Non-Material Foreign Subsidiaries," Borrower Certificate - Exhibit F)shall execute and deliver, and cause to be executed and delivered, a Pledge Agreement with respect to not less than sixty-five percent (65%) of the capital stock of one or more Foreign Subsidiaries (as specified in the immediately following sentence) if such Foreign Subsidiary or Foreign Subsidiaries are directly owned by Borrower or a Subsidiary that is not, and is not directly or indirectly controlled by, a Foreign Subsidiary, in each case together with such certificates as may evidence such Pledged Stock, with appropriate stock powers and endorsements and such opinions, officer's certificates and other evidence as to the enforceability and priority of the Liens granted thereby as may be requested by the Agent, all in form and substance satisfactory to the Administrative Agent. (b) . In complying with the event that any Foreign Subsidiary ceases to be a Foreign 956 Subsidiary, requirements set forth in the Borrower shall cause to be executed and delivered a counterpart to the Guaranty Agreement and the Subsidiary Pledge and Security Agreement (with respect to all property except for more than 65% of the Capital Securities of any other Foreign 956 Subsidiary) and New Mortgages from such Foreign Subsidiary and if such Foreign Subsidiary is a direct Subsidiary of the Borrower or of a Domestic Subsidiary, the Borrower shall, or shall cause such Domestic Subsidiary to, pledge 100% of the Capital Securities of such Foreign Subsidiary to the Collateral Agent for the benefit of the Secured Parties pursuant to the Borrower Pledge and Security Agreement or the Subsidiary Pledge and Security Agreement, as applicable, together with related documents with respect to such Foreign Subsidiary of the kind described in Section 4.01(h) (Secretary Certificate - Resolutions)immediately preceding sentence, (i) Borrower shall pledge capital stock of that Foreign Subsidiary or those Foreign Subsidiaries that have contributed or possessed, or would have contributed or possessed (Secretary Certificate - Incumbency, Organic Documentson a pro forma basis), (j) (Certified Organic Documentsthe greatest portion of such Consolidated EBITDA or Consolidated Tangible Assets, Certificate of Good Standing), (p) (Legal Opinion) and (sii) (Borrower Certificate - Exhibit F), all in form and substance satisfactory to the Administrative Agent. (c) In the event that any other Foreign 956 Subsidiary which is a direct Subsidiary of the Borrower or of a Domestic Subsidiary ceases to be, or the Borrower desires that such Subsidiary cease to be, an Inactive Subsidiary, the Borrower shall, or shall cause such Domestic Subsidiary to, pledge 65% of the Capital Securities of such Foreign Subsidiary to the Collateral Agent for the benefit of the Secured Parties Subsidiaries whose capital stock have not been pledged pursuant to this Section 6.10 shall in the Borrower Pledge and Security Agreement or the Subsidiary Pledge and Security Agreement, aggregate qualify (on a pro forma basis) as applicable, together with related documents with respect to such Non-Material Foreign Subsidiary of the kind described in Section 4.01(h) (Secretary Certificate - Resolutions), (i) (Secretary Certificate - Incumbency, Organic Documents), (j) (Certified Organic Documents, Certificate of Good Standing), (p) (Legal Opinion) and (s) (Borrower Certificate - Exhibit F), all in form and substance satisfactory to the Administrative AgentSubsidiaries as defined herein. (d) The Notwithstanding anything to the contrary set forth herein, for purposes of Section 6.10(b) and (c) above, the terms "Consolidated EBITDA" and "Consolidated Tangible Assets", when used with reference to one or more Foreign Subsidiaries, shall be calculated and determined for such Foreign Subsidiary or Foreign Subsidiaries and its or their respective Subsidiaries on a consolidated basis for the period of four fiscal quarters of Borrower willthen most recently ended (in the case of Consolidated EBITDA) and as of the most recently ended fiscal quarter of Borrower (in the case of Consolidated Tangible Assets), in each case in a manner similar to the calculation and will cause each determination of such terms as provided herein with respect to Borrower and the other Consolidated Companies to, grant to the Collateral Agent for the benefit of the Secured Parties security interests and New Mortgages in such assets and properties of the Borrower and such other Consolidated Companies as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent in connection with (i) any new fee or leasehold interests of the Borrower or any of the other Consolidated Companies obtained pursuant to Section 6.07(o) or this Section 6.10 or otherwise or (ii) a determination by the Administrative Agent that either the owned real property of Lynchburg Foundry Company located in Radford, Virginia or the owned real property of Ganton Technologies Inc. located in Addison, Illinois (which are not subject to Existing Mortgages), or both, has value (after taking into consideration the condition of such property in respect of applicable Environmental Laws) which warrants taking a New Mortgage (or New Mortgages, as the case may be) with respect to such property (collectively, the "Additional Security Documents"). All such security interests and New Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and New Mortgages superior to and prior to the rights of all third Persons and subject to no Liens other than as expressly permitted by the terms of this Agreement or approved by the Administrative Agent. The Additional Security Documents and instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. In the event that a New Mortgage is granted by the Borrower or any of the other Consolidated Companies pursuant to this Section 6.10, then in each such case, the Borrower will, and will cause each Consolidated Company to, execute and deliver all other relevant documentation (including a title policy, survey and opinions of counsel) of the type described in Section 4.01(f), (g), (p), and (u) as such Borrower or other Consolidated Company would have had to deliver if the New Mortgage were one of the conditions precedent to the Effective Date set forth in Section 4.01, provided, however, that in addition to the documentation required by Section 4.01, the Borrower shall also deliver to the Administrative Agent a Phase I environmental report in form and substance satisfactory to Administrative Agent and such other documentation as the Administrative Agent may require in its sole reasonable discretion. The Borrower agrees that each action required by this Section 6.10(d) shall be completed as soon as possible, but in no event later than 60 days (or such longer period as agreed to by the Administrative Agent in its sole discretion) after such action is requested to be taken by the Administrative AgentCompanies.

ADDITIONAL CREDIT PARTIES AND COLLATERAL. (a) Unless the Required Lenders otherwise agree, promptly after (i) the formation or acquisition (provided that nothing in this Section 6.10 shall be deemed to authorize the acquisition of any entity not otherwise permitted hereunder) of any Subsidiary not listed on Schedule 5.015.01 (other than a Receivables Subsidiary or a Special Purpose Vehicle or unless such Subsidiary holds no assets and conducts no business), (ii) the domestication of any Foreign Subsidiary, (iii) the occurrence of any other event creating a new Subsidiary, or (iv) a Subsidiary ceases to be, or the Borrower desires that such Subsidiary cease to be, an Inactive Subsidiary, the Borrower shall cause to be executed and delivered a counterpart to the Guaranty Agreement and the Subsidiary Pledge and Security Agreement and New Mortgages from each such Subsidiary that is not a Foreign 956 Subsidiary, together with related documents with respect to such Subsidiary of the kind described in Section 4.01(h) (Secretary Certificate - Resolutions4.01(e), (i) (Secretary Certificate - Incumbency, Organic Documentsf), (j) (Certified Organic Documents, Certificate of Good Standingg), (p) (Legal Opinionh) and (s) (Borrower Certificate - Exhibit Fo), all in form and substance satisfactory to the Administrative AgentAgent and the Required Lenders. (b) In the event that any Foreign Subsidiary ceases to be a Foreign 956 Subsidiary, the Borrower shall cause to be executed and delivered a counterpart to the Guaranty Agreement and the Subsidiary Pledge and Security Agreement (with respect to all property except for more than 65% of the Capital Securities of any other Foreign 956 Subsidiary) and New Mortgages from such Foreign Subsidiary and if such Foreign Subsidiary is a direct Subsidiary of the Borrower or of a Domestic Subsidiary, the Borrower shall, or shall cause such Domestic Subsidiary to, pledge 100% of the Capital Securities of such Foreign Subsidiary to the Collateral Agent for the benefit of the Secured Parties pursuant to the Borrower Pledge and Security Agreement or the Subsidiary Pledge and Security Agreement, as applicable, together with related documents with respect to such Foreign Subsidiary of the kind described in Section 4.01(h) (Secretary Certificate - Resolutions), (i) (Secretary Certificate - Incumbency, Organic Documents), (j) (Certified Organic Documents, Certificate of Good Standing), (p) (Legal Opinion) and (s) (Borrower Certificate - Exhibit F), all in form and substance satisfactory to the Administrative Agent. (c) In the event that any Foreign 956 Subsidiary which is a direct Subsidiary of the Borrower or of a Domestic Subsidiary ceases to be, or the Borrower desires that such Subsidiary cease to be, an Inactive Subsidiary, the Borrower shall, or shall cause such Domestic Subsidiary to, pledge 65% of the Capital Securities of such Foreign Subsidiary to the Collateral Agent for the benefit of the Secured Parties pursuant to the Borrower Pledge and Security Agreement or the Subsidiary Pledge and Security Agreement, as applicable, together with related documents with respect to such Foreign Subsidiary of the kind described in Section 4.01(h) (Secretary Certificate - Resolutions), (i) (Secretary Certificate - Incumbency, Organic Documents), (j) (Certified Organic Documents, Certificate of Good Standing), (p) (Legal Opinion) and (s) (Borrower Certificate - Exhibit F), all in form and substance satisfactory to the Administrative Agent. (d) The Borrower will, and will cause each of the other Consolidated Companies to, grant to the Collateral Agent for the benefit of the Secured Parties security interests and New Mortgages in such assets and properties of the Borrower and such other Consolidated Companies as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent in connection with (i) any new fee or leasehold interests of the Borrower or any of the other Consolidated Companies obtained pursuant to Section 6.07(o) or this Section 6.10 or otherwise or (ii) a determination by the Administrative Agent that either the owned real property of Lynchburg Foundry Company located in Radford, Virginia or the owned real property of Ganton Technologies Inc. located in Addison, Illinois (which are not subject to Existing Mortgages), or both, has value (after taking into consideration the condition of such property in respect of applicable Environmental Laws) which warrants taking a New Mortgage (or New Mortgages, as the case may be) with respect to such property (collectively, the "Additional Security Documents"). All such security interests and New Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and New Mortgages superior to and prior to the rights of all third Persons and subject to no Liens other than as expressly permitted by the terms of this Agreement or approved by the Administrative Agent. The Additional Security Documents and instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. In the event that a New Mortgage is granted by the Borrower or any of the other Consolidated Companies pursuant to this Section 6.10, then in each such case, the Borrower will, and will cause each Consolidated Company to, execute and deliver all other relevant documentation (including a title policy, survey and opinions of counsel) of the type described in Section 4.01(f), (g), (p), and (u) as such Borrower or other Consolidated Company would have had to deliver if the New Mortgage were one of the conditions precedent to the Effective Date set forth in Section 4.01, provided, however, that in addition to the documentation required by Section 4.01, the Borrower shall also deliver to the Administrative Agent a Phase I environmental report in form and substance satisfactory to Administrative Agent and such other documentation as the Administrative Agent may require in its sole reasonable discretion. The Borrower agrees that each action required by this Section 6.10(d) shall be completed as soon as possible, but in no event later than 60 days (or such longer period as agreed to by the Administrative Agent in its sole discretion) after such action is requested to be taken by the Administrative Agent.Domestic

ADDITIONAL CREDIT PARTIES AND COLLATERAL. (a) Unless the Required Lenders otherwise agree, promptly after (i) the formation or acquisition (provided that nothing in this Section 6.10 shall be deemed to authorize the acquisition of any entity not otherwise permitted hereunder) of any Subsidiary not listed on Schedule 5.015.01 (other than a Receivables Subsidiary or a Special Purpose Vehicle or unless such Subsidiary holds no assets and conducts no business), (ii) the domestication of any Foreign Subsidiary, (iii) the occurrence of any other event creating a new Subsidiary, or (iv) a Subsidiary ceases to be, or the Borrower desires that such Subsidiary cease to be, an Inactive Subsidiary, the Borrower shall cause to be executed and delivered a counterpart to the Guaranty Agreement and the Subsidiary Pledge and Security Agreement and New Mortgages from each such Subsidiary that is not a Foreign 956 Subsidiary, together with related documents with respect to such Subsidiary of the kind described in Section 4.01(h) (Secretary Certificate - Resolutions4.01(e), (i) (Secretary Certificate - Incumbency, Organic Documentsf), (j) (Certified Organic Documents, Certificate of Good Standingg), (p) (Legal Opinionh) and (s) (Borrower Certificate - Exhibit Fn), all in form and substance satisfactory to the Administrative AgentAgent and the Required Lenders. (b) In the event that any Foreign Subsidiary ceases to be a Foreign 956 Subsidiary, the Borrower shall cause to be executed and delivered a counterpart to the Guaranty Agreement and the Subsidiary Pledge and Security Agreement (with respect to all property except for more than 65% of the Capital Securities of any other Foreign 956 Subsidiary) and New Mortgages from such Foreign Subsidiary and if such Foreign Subsidiary is a direct Subsidiary of the Borrower or of a Domestic Subsidiary, the Borrower shall, or shall cause such Domestic Subsidiary to, pledge 100% of the Capital Securities of such Foreign Subsidiary to the Collateral Agent for the benefit of the Secured Parties pursuant to the Borrower Pledge and Security Agreement or the Subsidiary Pledge and Security Agreement, as applicable, together with related documents with respect to such Foreign Subsidiary of the kind described in Section 4.01(h) (Secretary Certificate - Resolutions4.01(e), (i) (Secretary Certificate - Incumbency, Organic Documentsf), (j) (Certified Organic Documents, Certificate of Good Standingg), (p) (Legal Opinionh) and (s) (Borrower Certificate - Exhibit Fn), all in form and substance satisfactory to the Administrative AgentAgent and the Required Lenders. (c) In the event that any Foreign 956 Subsidiary which is a direct Subsidiary of the Borrower or of a Domestic Subsidiary ceases to be, or the Borrower desires that such Subsidiary cease to be, an Inactive Subsidiary, the Borrower shall, or shall cause such Domestic Subsidiary to, pledge 65% of the Capital Securities of such Foreign Subsidiary to the Collateral Agent for the benefit of the Secured Parties pursuant to the Borrower Pledge and Security Agreement or the Subsidiary Pledge and Security Agreement, as applicable, together with related documents with respect to such Foreign Subsidiary of the kind described in Section 4.01(h) (Secretary Certificate - Resolutions4.01(e), (i) (Secretary Certificate - Incumbency, Organic Documentsf), (j) (Certified Organic Documents, Certificate of Good Standingg), (p) (Legal Opinionh) and (s) (Borrower Certificate - Exhibit Fn), all in form and substance satisfactory to the Administrative Agent. (d) The Borrower will, and will cause each of the other Consolidated Companies to, grant to the Collateral Agent for the benefit of the Secured Parties security interests and New Mortgages in such assets and properties of the Borrower and such other Consolidated Companies as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent in connection with (i) any new fee or leasehold interests of the Borrower or any of the other Consolidated Companies obtained pursuant to Section 6.07(o) or this Section 6.10 or otherwise or (ii) a determination by the Administrative Agent that either the owned real property of Lynchburg Foundry Company located in Radford, Virginia or the owned real property of Ganton Technologies Inc. located in Addison, Illinois (which are not subject to Existing Mortgages), or both, has value (after taking into consideration the condition of such property in respect of applicable Environmental Laws) which warrants taking a New Mortgage (or New Mortgages, as the case may be) with respect to such property (collectively, the "Additional Security Documents"). All such security interests and New Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and New Mortgages superior to and prior to the rights of all third Persons and subject to no Liens other than as expressly permitted by the terms of this Agreement or approved by the Administrative Agent. The Additional Security Documents and instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. In the event that a New Mortgage is granted by the Borrower or any of the other Consolidated Companies pursuant to this Section 6.10, then in each such case, the Borrower will, and will cause each Consolidated Company to, execute and deliver all other relevant documentation (including a title policy, survey and opinions of counsel) of the type described in Section 4.01(f), (g), (p), and (u) as such Borrower or other Consolidated Company would have had to deliver if the New Mortgage were one of the conditions precedent to the Effective Date set forth in Section 4.01, provided, however, that in addition to the documentation required by Section 4.01, the Borrower shall also deliver to the Administrative Agent a Phase I environmental report in form and substance satisfactory to Administrative Agent and such other documentation as the Administrative Agent may require in its sole reasonable discretion. The Borrower agrees that each action required by this Section 6.10(d) shall be completed as soon as possible, but in no event later than 60 days (or such longer period as agreed to by the Administrative Agent in its sole discretion) after such action is requested to be taken by the Administrative AgentRequired Lenders.