Common use of Additional Real Property Clause in Contracts

Additional Real Property. Each Borrower shall, and shall cause each of its Subsidiaries to, cause the Administrative Agent and the Lenders to have at all times a first priority perfected security interest (subject only to Liens and encumbrances permitted under Section 8.2.3) in all of the real property owned from time to time by such Borrower and its Subsidiaries (other than any such real property that has a net book value of less than $1,000,000 and that, when added to the net book value of all other real property owned by the Borrowers and their Subsidiaries that is not subject to a first priority perfected security interest in favor of the Administrative Agent and the Lenders, does not exceed $5,000,000, in either case). Without limiting the generality of the foregoing, each such Borrower shall, and shall cause each such Subsidiary to, execute and deliver or cause to be executed and delivered Mortgages, that may be necessary or, in the opinion of the Administrative Agent, desirable to create a valid, perfected Lien against such real property, together with (a) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of each such Mortgage; (b) mortgagee's title insurance policies in favor of the Administrative Agent and the Lenders and issued by insurers reasonably satisfactory to the Administrative Agent, in amounts and in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Additional Material Property purported to be covered by each such Mortgage, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as approved by the Administrative Agent, such policies shall also include a revolving credit endorsement and such other endorsements as the Administrative Agent shall request and shall be accompanied by evidence of the payment in full of all premiums thereon; (c) surveys for each Additional Material Property made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress of Surveying and Mapping in 1992, which surveys shall be certified to the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent; (d) Uniform Commercial Code financing statements related to the security interests created by each Mortgage, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such financing statements in the appropriate offices and records as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create valid, perfected first priority Liens against the improvements purported to be covered thereby; and (e) such other certifications (including flood hazard certifications), approvals, opinions or documents as the Administrative Agent may reasonably request.

Additional Real Property. Each The Borrower shallwill, and shall will cause each of its Subsidiaries to, cause the Administrative Agent and the Lenders to have at all times a first priority perfected security interest (subject only to Liens and encumbrances permitted under Section 8.2.3) in all of the real property Real Property owned from time to time by such the Borrower and its Subsidiaries (other than any such real property Real Property that has a net book value of less than $1,000,000 2,000,000 and that, when added to the net book value of all other real property Real Property owned by the Borrowers Borrower and their its Subsidiaries that is not subject to a first priority perfected security interest in favor of the Administrative Agent and the Lenders, does not exceed $5,000,0007,500,000; provided, however, that in either case)no event shall more than two items of Real Property with a net book value exceeding $1,500,000 (per item) be free of a first priority perfected security interest in favor of the Administrative Agent and the Lenders. Without limiting the generality of the foregoing, each such the Borrower shallwill, and shall will cause each such Subsidiary to, execute and deliver or cause to be executed and delivered Mortgages, that may be necessary or, in the opinion of the Administrative Agent, desirable to create a valid, perfected Lien against such real propertyReal Property, together with (a) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of each such Mortgage; (b) mortgagee's title insurance policies ’s Mortgage Policies in favor of the Administrative Agent and the Lenders and issued by insurers reasonably satisfactory to the Administrative Agent, in amounts and in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Additional Material Property purported to be covered by each such Mortgage, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as approved by the Administrative Agent, such policies shall also include a revolving credit endorsement and such other endorsements as the Administrative Agent shall request and shall be accompanied by evidence of the payment in full of all premiums thereon; (c) surveys for each Additional Material Property made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress of Surveying and Mapping in 1992, which surveys shall be certified to the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent; (d) Uniform Commercial Code financing statements related to the security interests created by each Mortgage, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such financing statements in the appropriate offices and records as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create valid, perfected first priority Liens against the improvements purported to be covered thereby; and (e) such other certifications (including flood hazard certifications), approvals, opinions or documents as the Administrative Agent may reasonably request.

Additional Real Property. Each The Borrower shall, and shall cause each of its Restricted Subsidiaries to, cause the Administrative Agent and the Lenders to have have, at all times times, a first priority perfected security interest (subject only to Liens and encumbrances permitted under Section 8.2.3hereunder) in all of the real property owned acquired from time to time by such the Borrower and its Restricted Subsidiaries (other than any such real property that has a net book value (exclusive of less than $1,000,000 and real property acquired in connection with the Allied Acquisition) that, when added to the net book value of all other such real property acquired by the Borrower and its Restricted Subsidiaries in the calendar year in which such determination is being made, has a net book value of less than $1,000,000 (exclusive of the net book value of any such real property subject to Liens permitted under clause (d) of Section 7.2.3, but only to the extent of the aggregate principal amount of Indebtedness secured by such Liens)); provided, however, that, in the event such real property is owned by a Foreign Subsidiary, such Subsidiary shall not be required to grant such security interest; provided, further, however, that, in the Borrowers event of any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive or guideline of any Governmental Authority that eliminates the amount of United States federal income tax that would otherwise result from the operation of Section 956 (or any successor provision thereto) of the Code by the Borrower and their Subsidiaries that is not subject to the other members of the affiliated group of corporations filing a first priority perfected security interest in favor of consolidated federal income tax return with the Borrower, the Administrative Agent and or the Lenders, does not exceed $5,000,000, in either case)Required Lenders may require the grant of such security interest. Without limiting the generality of the foregoing, each such the Borrower shall, and shall cause each such Restricted Subsidiary to, execute and deliver or cause to be executed and delivered Mortgages, Mortgages that may be necessary or, in the opinion of the Administrative Agent, desirable to create a valid, first priority perfected Lien (subject only to Liens permitted hereunder) against such real property, together with (a) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of each such MortgageMortgage as may be necessary effectively to create a valid, first priority perfected Lien (subject to the Liens permitted under Section 7.2.3) against the properties purported to be covered thereby; (b) mortgagee's title insurance policies in favor of the Administrative Agent and for the Lenders and issued by insurers reasonably satisfactory to benefit of the Administrative Agent, Secured Parties in amounts and in form and substance and issued by insurers, reasonably satisfactory to the Administrative Agent, with respect to each Additional Material Property the property purported to be covered by each such Mortgage, insuring that title to such property is marketable and that the interests created by the each Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as approved by the Administrative AgentAgent or otherwise permitted pursuant to Section 7.2.3, and such policies shall also include include, if required by the Administrative Agent, a survey reading, and, if required by the Administrative Agent and if available, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic's lien endorsement and such other endorsements as the Administrative Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (c) surveys for each Additional Material Property made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress of Surveying and Mapping in 1992such other approvals, which surveys shall be certified to opinions, or documents as the Administrative Agent and may reasonably request, including a current survey of each property purported to be covered by each such Mortgage in form and substance reasonably satisfactory to the Administrative Agent; (d) Uniform Commercial Code financing statements related to Agent and the security interests created by title insurer, and a real estate appraisal for each Mortgage, together such property prepared in accordance with evidence the requirements of the completion (or Financial Institutions Reform Recovery and Enforcement Act of 1989 and the regulations promulgated thereunder, and otherwise in form and substance satisfactory arrangements for the completion) of all recordings and filings of such financing statements in the appropriate offices and records as may be necessary or, in the reasonable opinion of to the Administrative Agent, desirable to create valid, perfected first priority Liens against the improvements purported to be covered thereby; and (e) such other certifications (including flood hazard certifications), approvals, opinions or documents as the Administrative Agent may reasonably request.

Additional Real Property. Each Borrower A. After the Closing Date, Company shall, and shall cause each of its Subsidiaries to, cause 141 (i) with respect to each leasehold interest in Real Property Assets hereafter acquired by Company or any of its Subsidiaries (in either case, the Administrative "Lessee"), use its best efforts (which shall not be deemed to include the payment of monetary consideration other than nominal monetary consideration and out-of-pocket expenses incurred by any lessor in connection with obtaining the items listed below, but shall include efforts to include each of the items listed below in the terms of the lease itself) to obtain and deliver to Agent as soon as practicable, and if possible within four months after such acquisition, an agreement by the Lenders landlord substantially in the form of Exhibit XIX annexed hereto and in any event including the following: (a) the agreement of the lessor (if required under the lease) to the encumbrancing of such Lessee's leasehold interest under the lease pursuant to a Mortgage and to the assignment of such leasehold interest to Agent or its Affiliate following a default hereunder, and if the lease allows the lessor to unreasonably withhold consent to an assignment of the leasehold interest by Agent or its Affiliate to a subsequent third party assignee, the agreement of the lessor not to unreasonably withhold such consent, (b) the lessor's waiver of all right, title and interest in the Lessee's personal property and fixtures located on the leased premises, (c) a license from the lessor for Agent to enter upon the leased premises to take possession of or sell such personal property and fixtures or to exercise other remedies, whether or not the lease has been terminated, (d) the lessor's agreement to give Agent written notice of any default by the Lessee under the lease, and not to terminate the lease unless Agent fails to cure the default within 30 days after receiving written notice from such lessor, or within any longer cure period set forth in the lease, and (e) an original memorandum of the lease executed and acknowledged by the lessor thereunder (or, in the case of an existing leasehold interest which is of record and which is acquired by the Lessee by assignment, a memorandum of or a recordable duplicate original of such assignment, executed and acknowledged by the assigning Lessee), in form sufficient to give constructive notice (when recorded) of the Lessee's leasehold interest under the lease to third-party purchasers and encumbrancers of the affected real property and otherwise in form reasonably satisfactory to Agent, together with evidence of its recordation in all places necessary or desirable, in the reasonable judgment of Agent, to give constructive notice of the Lessee's leasehold interest to third parties, and 142 (ii) with respect to each Real Property Asset (x) which constitutes an Excluded Site pursuant to the last sentence of the definition thereof which has not been sold or leased within 120 days of the Closing Date and (y) in which Company or such Subsidiary acquires fee title or a leasehold interest after the Closing Date (in each case excluding any Real Property Asset which is, but only so long as it remains, (A) an Excluded Site, or (B) a leasehold interest as to which encumbrancing requires the consent of the lessor, where Company and its Subsidiaries have at been unable to obtain the applicable lessor's consent thereto, or (C) an asset subject to a Lien permitted under subsection 7.2A(iv)), such non-excluded Real Property Assets being collectively referred to herein as the "COVERED REAL PROPERTY", as soon as practicable and in any event within one month after the applicable Real Property Asset becomes Covered Real Property, deliver: (a) fully executed counterparts of a Mortgage, or an amendment to a Mortgage, in form satisfactory to Agent, which Mortgage or amendment shall encumber such Covered Real Property, together with evidence that counterparts of such Mortgage or amendment have been recorded in all times places to the extent necessary or desirable, in the reasonable judgment of Agent, so as to effectively create a valid and enforceable first priority perfected security interest Lien (subject only to Liens and encumbrances permitted under Section 8.2.3Permitted Encumbrances) in all of the real property owned from time to time by on such Borrower and its Subsidiaries (other than any such real property that has a net book value of less than $1,000,000 and that, when added to the net book value of all other real property owned by the Borrowers and their Subsidiaries that is not subject to a first priority perfected security interest Covered Real Property in favor of the Administrative Agent and the Lenders, does not exceed $5,000,000, in either case). Without limiting the generality of the foregoing, each (or such Borrower shall, and shall cause each such Subsidiary to, execute and deliver or cause to be executed and delivered Mortgages, that other trustee as may be necessary or, in the opinion of the Administrative Agent, desirable to create a valid, perfected Lien against such real property, together with (arequired or desired under local law) evidence of the completion (or satisfactory arrangements for the completion) benefit of all recordings and filings of each such Mortgage;Lenders, (b) mortgagee's if requested by Agent, a title insurance policies report, title commitment or other title search satisfactory to Agent obtained by such Person in favor respect of the Administrative Agent and the Lenders and issued such Covered Real Property, (c) if requested by insurers Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Agent) in the Administrative Agentstate in which such Covered Real Property is located with respect to the enforceability of the Mortgages recorded in such state and such other matters as Agent may request, in amounts and in form and substance satisfactory to Agent, (d) in the case of each such Covered Real Property consisting of a leasehold interest, a copy of the lease (including all amendments thereto), together with such estoppel letters, consents, waivers and agreements from the lessor on such real property as were obtained pursuant to clause (i) above, (e) environmental audits prepared by professional consultants mutually acceptable to Company and Agent, in form, scope and substance satisfactory to Agent in its reasonable discretion, 135 143 (f) if Company or any of its Subsidiaries obtains an owner's or lessee's policy of title insurance with respect to such Covered Real Property, or if requested by Agent with respect to any other Covered Real Property having an acquisition cost or value (as estimated by Agent) in excess of $2,000,000, a Title Insurance Policy, in an amount reasonably satisfactory to the Administrative Agent, with respect to each Additional Material Property purported to be covered by each such Mortgage, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as approved by the Administrative Agent, such policies shall also include a revolving credit endorsement and such other endorsements as the Administrative Agent shall request and shall be accompanied by evidence of the payment in full of all premiums 's lien thereon; (c) surveys for each Additional Material Property made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress of Surveying and Mapping in 1992, which surveys shall be certified to the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent; (d) Uniform Commercial Code financing statements related to the security interests created by each Mortgage, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such financing statements in the appropriate offices and records as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create valid, perfected first priority Liens against the improvements purported to be covered thereby; and (e) such other certifications (including flood hazard certifications), approvals, opinions or documents as the Administrative Agent may reasonably request.,

Additional Real Property. Each Borrower After the Closing Date, each of Holdings and Company shall, and shall cause each of its Subsidiaries to, (i) with respect to each leasehold interest in Real Property Assets hereafter acquired by such Person prior to the Collateral Release Date (whether directly or through a land trust or other vehicle) (the holder of such leasehold interest being referred to herein as the "LESSEE"), cause use its reasonable efforts (which shall not be deemed to include the Administrative Agent payment of monetary consideration other than nominal monetary consideration and out-of-pocket expenses incurred by any lessor in connection with obtaining the Lenders items listed below, but shall include efforts to have at all times a first priority perfected security interest (subject only to Liens and encumbrances permitted under Section 8.2.3) in all include each of the real property owned from time items listed below in the terms of the lease itself) to time obtain and deliver to Agent within three months after such Real Property Asset is designated by such Borrower and its Subsidiaries Company prior to Collateral Release Date as Replacement Property: (other than any such real property that has a net book value a) the agreement of less than $1,000,000 and that, when added the lessor (if required under the lease) to the net book value encumbrancing of all other real property owned such Lessee's leasehold interest under the lease pursuant to a Mortgage and to the assignment of such leasehold interest to Agent or its Affiliate following a default hereunder, and if the lease allows the lessor to unreasonably withhold consent to an assignment of the leasehold interest by Agent or its Affiliate to a subsequent third party assignee, the agreement of the lessor not to unreasonably withhold such consent, and 118 (Credit Agreement) 126 (b) an original memorandum of the lease executed and acknowledged by the Borrowers and their Subsidiaries that is not subject to a first priority perfected security interest in favor of the Administrative Agent and the Lenders, does not exceed $5,000,000, in either case). Without limiting the generality of the foregoing, each such Borrower shall, and shall cause each such Subsidiary to, execute and deliver or cause to be executed and delivered Mortgages, that may be necessary lessor thereunder (or, in the opinion case of an existing leasehold interest which is of record and which is acquired by the Lessee by assignment, a memorandum of or a recordable duplicate original of such assignment, executed and acknowledged by the assigning Lessee), in form sufficient to give constructive notice (when recorded) of the Administrative Agent, desirable Lessee's leasehold interest under the lease to create a valid, perfected Lien against such real property, together with (a) evidence third-party purchasers and encumbrancers of the completion (or satisfactory arrangements for the completion) of all recordings affected real property and filings of each such Mortgage; (b) mortgagee's title insurance policies otherwise in favor of the Administrative Agent and the Lenders and issued by insurers form reasonably satisfactory to the Administrative Agent, in amounts and in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Additional Material Property purported to be covered by each such Mortgage, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as approved by the Administrative Agent, such policies shall also include a revolving credit endorsement and such other endorsements as the Administrative Agent shall request and shall be accompanied by evidence of the payment in full of all premiums thereon; (c) surveys for each Additional Material Property made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress of Surveying and Mapping in 1992, which surveys shall be certified to the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent; (d) Uniform Commercial Code financing statements related to the security interests created by each Mortgage, together with evidence of the completion (its recordation in all places necessary or satisfactory arrangements for the completion) of all recordings and filings of such financing statements in the appropriate offices and records as may be necessary ordesirable, in the reasonable opinion judgment of Agent, to give constructive notice of the Administrative AgentLessee's leasehold interest to third parties, desirable to create valid, perfected first priority Liens against the improvements purported to be covered thereby; and (e) such other certifications (including flood hazard certifications), approvals, opinions or documents as the Administrative Agent may reasonably request.

Additional Real Property. Each The Borrower shall, and shall cause each of its Subsidiaries to, cause the Administrative Agent and the Lenders to have at all times a first priority perfected security interest (subject only to Liens and encumbrances permitted under Section 8.2.3Permitted Liens) in all of the real property owned acquired from time to time by such the Borrower and its Subsidiaries (other than any such real property that has a net book value of less than $1,000,000 and that, when added to the net book value of all other real property acquired by the Borrower and its Subsidiaries in the calendar year in which such determination is being made, has a net book value of less than $1,000,000); provided, however, that, in the event such real property is owned by a Foreign Subsidiary (other than a Foreign Subsidiary that (i) is treated as a partnership under the Borrowers and their Subsidiaries Code or (ii) is not treated as an entity that is separate from (A) the Borrower, (B) any Person that is treated as a partnership under the Code or (C) any "United States person" (as defined in Section 7701(a)(30) of the Code)), such Subsidiary shall not subject be required to a first priority perfected grant such security interest (1) if the Required Lenders have otherwise agreed or (2) to the extent such grant could reasonably be expected to constitute at any time an investment of earnings in favor United States property under Section 956 (or any successor provision thereto) of the Code that would increase the amount of United States federal income tax that would otherwise be payable by the Borrower and the other members of the affiliated group of corporations filing a consolidated federal income tax return with the Borrower in the absence of such grant, as determined by the Borrower based on existing financial statements and on financial projections prepared in good faith based upon assumptions which the Borrower believes to be reasonable and as evidenced by a certificate of the chief financial Authorized Officer of the Borrower that is accepted in writing by the Administrative Agent (such acceptance not to be unreasonably withheld and which acceptance shall be deemed to have occurred in the absence of a written notice from the Administrative Agent that is given to the Borrower within five Business Days of the Administrative Agent and Agent's receipt of such certificate, indicating the Lendersreasons for not accepting such certificate); provided, does not exceed $5,000,000further, however, that, in either case)the event of any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive or guideline of any Governmental Authority that could reasonably be expected to alter the conclusion set forth in such certificate, the Administrative Agent or the Required Lenders may request the Borrower to deliver another such certificate in light of such event and, in the absence of the delivery and acceptance of such certificate as provided above, require the grant of such security interest. Without limiting the generality of the foregoing, each such the Borrower shall, and shall cause each such Subsidiary to, execute and deliver or cause to be executed and delivered Mortgages, that may be necessary or, in the opinion of the Administrative Agent, desirable to create a valid, perfected Lien against such real property, together with (a) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of each such MortgageMortgage as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create a valid, perfected and (subject to Permitted Liens) first priority Lien against the properties purported to be covered thereby; (bi) mortgagee's title insurance policies with respect to property purported to be covered by such Mortgage (except patented and unpatented mining and millsite claims) in favor of the Administrative Agent for the benefit of the Secured Parties in amounts and the Lenders in form and substance and issued by insurers reasonably satisfactory to the Administrative Agent, in amounts and in form and substance reasonably satisfactory Agent addressed to the Administrative Agent, with respect to each Additional Material Property purported to be covered by each such MortgageAgent and the Lenders, insuring that title to such property is marketable and that the interests created by the such Mortgage constitute valid valid, perfected first priority Liens thereon free and clear of all defects and encumbrances other than as approved by the Administrative Agent, and such policies shall also include a survey reading, and, if required by the Administrative Agent and if available, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic's lien endorsement and such other endorsements as the Administrative Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon; , and (cii) surveys mortgagee's title opinions with respect to patented and unpatented mining and millsite claims purported to be covered by such Mortgage in favor of the Administrative Agent for each Additional Material Property made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by benefit of the American Land Title Association and the American Congress of Surveying and Mapping in 1992, which surveys shall be certified Secured Parties addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (dc) Uniform Commercial Code U.C.C. financing statements related to the security interests created by each such Mortgage, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such financing statements in the appropriate offices and records as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create valid, perfected and (subject to Permitted Liens) first priority Liens against the improvements purported to be covered thereby; and (ed) such other certifications (including flood hazard certifications), approvals, opinions or documents as the Administrative Agent may reasonably request., including a current survey (or, in the case of property in respect of a Mine, the most recently completed mineral survey) of each property purported to be covered by each such Mortgage in form and substance satisfactory to the Administrative Agent and the title insurer. -82- 88

Additional Real Property. Each Borrower After the Closing Date, each of Holdings and Company shall, and shall cause each of its Subsidiaries to, (i) with respect to each leasehold interest in Real Property Assets hereafter acquired by such Person prior to the Collateral Release Date (whether directly or through a land trust or other vehicle) (the holder of such leasehold interest being referred to herein as the "LESSEE"), cause use its reasonable efforts (which shall not be deemed to include the Administrative Agent payment of monetary consideration other than nominal monetary consideration and out-of-pocket expenses incurred by any lessor in connection with obtaining the Lenders items listed below, but shall include efforts to have at all times a first priority perfected security interest (subject only to Liens and encumbrances permitted under Section 8.2.3) in all include each of the real property owned from time items listed below in the terms of the lease itself) to time obtain and deliver to Agent within three months after such Real Property Asset is designated by such Borrower and its Subsidiaries Company prior to Collateral Release Date as Replacement Property: (other than any such real property that has a net book value A) the agreement of less than $1,000,000 and that, when added the lessor (if required under the lease) to the net book value encumbrancing of all other real property owned such Lessee's leasehold interest under the lease pursuant to a Mortgage and to the assignment of such leasehold interest to Agent or its Affiliate following a default hereunder, and if 123 131 the lease allows the lessor to unreasonably withhold consent to an assignment of the leasehold interest by Agent or its Affiliate to a subsequent third party assignee, the agreement of the lessor not to unreasonably withhold such consent, and (B) an original memorandum of the lease executed and acknowledged by the Borrowers and their Subsidiaries that is not subject to a first priority perfected security interest in favor of the Administrative Agent and the Lenders, does not exceed $5,000,000, in either case). Without limiting the generality of the foregoing, each such Borrower shall, and shall cause each such Subsidiary to, execute and deliver or cause to be executed and delivered Mortgages, that may be necessary lessor thereunder (or, in the opinion case of an existing leasehold interest which is of record and which is acquired by the Lessee by assignment, a memorandum of or a recordable duplicate original of such assignment, executed and acknowledged by the assigning Lessee), in form sufficient to give constructive notice (when recorded) of the Administrative Agent, desirable Lessee's leasehold interest under the lease to create a valid, perfected Lien against such real property, together with (a) evidence third-party purchasers and encumbrancers of the completion (or satisfactory arrangements for the completion) of all recordings affected real property and filings of each such Mortgage; (b) mortgagee's title insurance policies otherwise in favor of the Administrative Agent and the Lenders and issued by insurers form reasonably satisfactory to the Administrative Agent, in amounts and in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Additional Material Property purported to be covered by each such Mortgage, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as approved by the Administrative Agent, such policies shall also include a revolving credit endorsement and such other endorsements as the Administrative Agent shall request and shall be accompanied by evidence of the payment in full of all premiums thereon; (c) surveys for each Additional Material Property made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress of Surveying and Mapping in 1992, which surveys shall be certified to the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent; (d) Uniform Commercial Code financing statements related to the security interests created by each Mortgage, together with evidence of the completion (its recordation in all places necessary or satisfactory arrangements for the completion) of all recordings and filings of such financing statements in the appropriate offices and records as may be necessary ordesirable, in the reasonable opinion judgment of Agent, to give constructive notice of the Administrative AgentLessee's leasehold interest to third parties, desirable to create valid, perfected first priority Liens against the improvements purported to be covered thereby; and (e) such other certifications (including flood hazard certifications), approvals, opinions or documents as the Administrative Agent may reasonably request.

Additional Real Property. Each The Borrower shall, and shall cause each of its Restricted Subsidiaries to, cause the Administrative Agent and the Lenders to have have, at all times times, a first priority perfected security interest (subject only to Liens and encumbrances permitted under Section 8.2.3hereunder) in all of the real property owned acquired from time to time by such the Borrower and its Restricted Subsidiaries (other than any such real property that has a net book value of less than $1,000,000 and that, when added to the net book value of all other such real property acquired by the Borrower and its Restricted Subsidiaries in the calendar year in which such determination is being made, has a net book value of less than $2,000,000 (exclusive of the net book value of any such real property subject to Liens permitted under clause (i) of Section 7.2.3, but only to the extent of the aggregate principal amount of Indebtedness secured by such Liens)); provided, however, that, in the event such real property is owned by a Foreign Subsidiary, such Subsidiary shall not be required to grant such security interest; provided, further, however, that, in the Borrowers event of any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive or guideline of any Governmental Authority that eliminates the amount of United States federal income tax that would otherwise result from the operation of Section 956 (or any successor provision thereto) of the Code by the Borrower and their Subsidiaries that is not subject to the other members of the affiliated group of corporations filing a first priority perfected security interest in favor of consolidated federal income tax return with the Borrower, the Administrative Agent and or the Lenders, does not exceed $5,000,000, in either case)Required Lenders may require the grant of such security interest. Without limiting the generality of the foregoing, each such the Borrower shall, and shall cause each such Restricted Subsidiary to, execute and deliver or cause to be executed and delivered Mortgages, Mortgages that may be necessary or, in the opinion of the Administrative Agent, desirable to create a valid, first priority perfected Lien (subject only to Liens permitted hereunder) against such real property, together with (a) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of each such MortgageMortgage as may be necessary effectively to create a valid, first priority perfected Lien (subject to the Liens permitted under Section 7.2.3) against the properties purported to be covered thereby; (b) mortgagee's title insurance policies in favor of the Administrative Agent and for the Lenders and issued by insurers reasonably satisfactory to benefit of the Administrative Agent, Secured Parties in amounts and in form and substance and issued by insurers, reasonably satisfactory to the Administrative Agent, with respect to each Additional Material Property the property purported to be covered by each such Mortgage, insuring that title to such property is marketable and that the interests created by the each Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as approved by the Administrative AgentAgent or otherwise permitted pursuant to Section 7.2.3, and such policies shall also include include, if required by the Administrative Agent, a survey reading, and, if required by the Administrative Agent and if available, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic's lien endorsement and such other endorsements as the Administrative Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (c) surveys for each Additional Material Property made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress of Surveying and Mapping in 1992such other approvals, which surveys shall be certified to opinions, or documents as the Administrative Agent and may reasonably request, including a current survey of each property purported to be covered by each such Mortgage in form and substance reasonably satisfactory to the Administrative Agent; (d) Uniform Commercial Code financing statements related to Agent and the security interests created by title insurer, and a real estate appraisal for each Mortgage, together such property prepared in accordance with evidence the requirements of the completion (or Financial Institutions Reform Recovery and Enforcement Act of 1989 and the regulations promulgated thereunder, and otherwise in form and substance satisfactory arrangements for the completion) of all recordings and filings of such financing statements in the appropriate offices and records as may be necessary or, in the reasonable opinion of to the Administrative Agent, desirable to create valid, perfected first priority Liens against the improvements purported to be covered thereby; and (e) such other certifications (including flood hazard certifications), approvals, opinions or documents as the Administrative Agent may reasonably request.

Additional Real Property. Each Borrower shall, and shall cause each of its Subsidiaries to, cause the Administrative Agent and the Lenders to have at all times a first priority perfected security interest (subject only to Liens and encumbrances permitted under Section 8.2.3) in all of the real property owned from time to time by such Borrower and its Subsidiaries (other than any such real property that has a net book value of less than $1,000,000 500,000 and that, when added to the net book value of all other real property owned by the Borrowers and their Subsidiaries that is not subject to a first priority perfected security interest in favor of the Administrative Agent and the Lenders, does not exceed $5,000,0002,500,000, in either case). Without limiting the generality of the foregoing, each such Borrower shall, and shall cause each such Subsidiary to, execute and deliver or cause to be executed and delivered Mortgages, that may be necessary or, in the opinion of the Administrative Agent, desirable to create a valid, perfected Lien against such real property, together with (a) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of each such Mortgage; (b) mortgagee's title insurance policies in favor of the Administrative Agent and the Lenders and issued by insurers reasonably satisfactory to the Administrative Agent, in amounts and in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Additional Material Property purported to be covered by each such Mortgage, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid first Liens thereon free and clear of all defects -82- 91 and encumbrances other than as approved by the Administrative Agent, such policies shall also include a revolving credit endorsement and such other endorsements as the Administrative Agent shall request and shall be accompanied by evidence of the payment in full of all premiums thereon; (c) surveys for each Additional Material Property made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress of Surveying and Mapping in 1992, which surveys shall be certified to the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent; (d) Uniform Commercial Code financing statements related to the security interests created by each Mortgage, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such financing statements in the appropriate offices and records as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create valid, perfected first priority Liens against the improvements purported to be covered thereby; and (e) such other certifications (including flood hazard certifications), approvals, opinions or documents as the Administrative Agent may reasonably request.

Additional Real Property. Each Borrower shall, and shall cause each of its Subsidiaries to, cause the Administrative Agent and the Lenders to have at all times a first priority perfected security interest (subject only to Liens and encumbrances permitted under Section 8.2.3) in all of the real property owned from time to time by such Borrower and its Subsidiaries (other than any such real property that has a net book value of less than $1,000,000 2,000,000 and that, when added to the net book value of all other real property owned by the Borrowers and their Subsidiaries that is not subject to a first priority perfected security interest in favor of the Administrative Agent and the LendersLenders (exclusive of the net book value of the California Property (as defined below) not required to be subject to a first priority perfected security interest hereunder), does not exceed $5,000,0007,500,000, provided that any California Property shall not be required to be subject to a first priority perfected security interest hereunder unless expressly requested by the Administrative Agent; provided, however, that (i) in either case)no event shall more than two items of real property (other than California Property not required to be pledged hereunder) with a net book value exceeding $1,500,000 (per item) be free of a first priority perfected security interest in favor of the Administrative Agent and the Lenders and (ii) the Administrative Agent may at any time require that the San Diego Property (as defined below) or any other California Property that would have otherwise been required to be subject to a first priority perfected security interest hereunder, to be so subject. Without limiting the generality of the foregoing, each such Borrower shall, and shall cause each such Subsidiary to, execute and deliver or cause to be executed and delivered Mortgages, that may be necessary or, in the opinion of the Administrative Agent, desirable to create a valid, perfected Lien against such real property, together with (a) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of each such Mortgage; (b) mortgagee's title insurance policies in favor of the Administrative Agent and the Lenders and issued by insurers reasonably satisfactory to the Administrative Agent, in amounts and in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Additional Material Property purported to be covered by each such Mortgage, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as approved by the Administrative Agent, such policies shall also include a revolving credit endorsement and such other endorsements as the Administrative Agent shall request and shall be accompanied by evidence of the payment in full of all premiums thereon; (c) surveys for each Additional Material Property made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress of Surveying and Mapping in 1992, which surveys shall be certified to the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent; (d) Uniform Commercial Code financing statements related to the security interests created by each Mortgage, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such financing statements in the appropriate offices and records as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create valid, perfected first priority Liens against the improvements purported to be covered thereby; and (e) such other certifications (including flood hazard certifications), approvals, opinions or documents as the Administrative Agent may reasonably request.

Additional Real Property. Each After the Effective Date, each of Holdings and the Borrower shall, and shall cause each of its respective Subsidiaries (other than an Immaterial Subsidiary (but only so long as such Person remains an Immaterial Subsidiary)) to: (a) with respect to each leasehold interest in Real Property hereafter acquired by such Person prior to the Collateral Release Date (whether directly or through a land trust or other vehicle) (the holder of such leasehold interest being referred to herein as the "Lessee"), cause use its reasonable efforts (which shall not be deemed to include the payment of monetary consideration other than nominal monetary consideration and out-of-pocket expenses incurred by any lessor in connection with obtaining the items listed below, but shall include efforts to include each of the items listed below in the terms of the lease itself) to obtain and deliver to the Administrative Agent within three months after such Real Property is designated by the Borrower prior to Collateral Release Date as Replacement Property: (i) the agreement of the lessor (if required under the lease) to the encumbrancing of such Lessee's leasehold interest under the lease pursuant to a Mortgage and to the Lenders assignment of such leasehold interest to the Collateral Agent following a default hereunder, and if the lease allows the lessor to unreasonably withhold consent to an assignment of the leasehold interest by the Collateral Agent to a subsequent third party assignee, the agreement of the lessor not to unreasonably withhold such consent; and (ii) an original memorandum of the lease executed and acknowledged by the lessor thereunder (or, in the case of an existing leasehold interest which is of record and which is acquired by the Lessee by assignment, a memorandum of or a recordable duplicate original of such assignment, executed and acknowledged by the assigning Lessee), in form sufficient to give constructive notice (when recorded) of the Lessee's leasehold interest under the lease to third-party purchasers and encumbrancers of the affected real property and otherwise in form reasonably satisfactory to the Agents, together with evidence of its recordation in all places necessary or desirable, in the reasonable judgment of the Agents, to give constructive notice of the Lessee's leasehold interest to third parties; and (b) with respect to each leasehold interest in Real Property listed in Parts I and II of Schedule III (to the extent the items listed below in this clause (b) have at not been obtained or delivered to the Administrative Agent on the Effective Date) and each parcel of Real Property in which Holdings or any of its Subsidiaries acquires fee title or a leasehold interest after the Effective Date but before the Collateral Release Date (in each case other than Excluded Properties, parcels number 4 and 5 of location number 851, leasehold interests as to which encumbrancing requires the consent of the lessor or fee interests listed on Schedule III as to which encumbrancing requires the consent of a senior lienholder, where Holdings and its Subsidiaries have been unable to obtain the applicable lessor's or senior lienholder's consent thereto, and assets subject to Liens permitted under subsection 9.01(vii) and (xiv)) (collectively, "Covered Real Property"), as soon as practicable and in any event within one month after the applicable Real Property becomes Covered Real Property (it being understood that any Real Property which is (i) designated by the Borrower as a Replacement Property (to the extent it was not already Covered Real Property) shall become Covered Real Property as of the date of such designation and (ii) an Excluded Property shall become Covered Real Property as of the date of the occurrence of a Default or an Event of Default), deliver: (i) fully executed counterparts of a Mortgage, or an amendment to a Mortgage, in form reasonably satisfactory to the Agents, which Mortgage or amendment shall encumber such Covered Real Property, together with evidence that counterparts of such Mortgage or amendment have been recorded in all times places to the extent necessary or desirable, in the reasonable judgment of the Agents, so as to effectively create a valid and enforceable first priority perfected security interest lien (subject only to Liens and encumbrances permitted under Section 8.2.3Permitted Liens) in all of the real property owned from time to time by on such Borrower and its Subsidiaries (other than any such real property that has a net book value of less than $1,000,000 and that, when added to the net book value of all other real property owned by the Borrowers and their Subsidiaries that is not subject to a first priority perfected security interest Covered Real Property in favor of the Administrative Collateral Agent and (or such other trustee as may be required or desired under local law) for the Lenders, does not exceed $5,000,000, in either case). Without limiting the generality benefit of the foregoing, each such Borrower shall, and shall cause each such Subsidiary to, execute and deliver or cause to be executed and delivered Mortgages, that may be necessary or, in the opinion of the Administrative Agent, desirable to create a valid, perfected Lien against such real property, together with (a) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of each such MortgageSecured Creditors; (bii) mortgagee's title insurance policies in favor the case of a Mortgage encumbering Covered Real Property located outside the Administrative Agent and the Lenders and issued State of Illinois, if requested by insurers any Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative AgentAgents) in the State in which such Covered Real Property is located with respect to the enforceability of the Mortgage recorded in such State and such other matters as any Agent may reasonably request, in amounts and in form and substance reasonably satisfactory to the Administrative AgentAgents; (iii) in the case of each such Covered Real Property consisting of a leasehold interest, a copy of the lease (including all amendments thereto), together with such consents and agreements from the lessor on such real property as were obtained pursuant to clause (a) above; (iv) with respect to each Additional Material Real Property purported constituting fee property, environmental audits prepared by professional consultants mutually acceptable to be covered by each such Mortgage, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as approved by the Administrative Agent, such policies shall also include a revolving credit endorsement and such other endorsements as the Administrative Agent shall request and shall be accompanied by evidence of the payment in full of all premiums thereon; (c) surveys for each Additional Material Property made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association Borrower and the American Congress of Surveying and Mapping Agents, in 1992form, which surveys shall be certified to the Administrative Agent and in form scope and substance reasonably satisfactory to the Administrative Agent; (d) Uniform Commercial Code financing statements related to the security interests created by each Mortgage, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such financing statements in the appropriate offices and records as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create valid, perfected first priority Liens against the improvements purported to be covered therebyAgents; and (ev) with respect to Real Property constituting fee property, if requested by any Agent, a Title Insurance Policy, in an amount reasonably satisfactory to the Agents, with respect to the Collateral Agent's lien thereon. The Borrower will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by any Agent to visit and inspect any Real Property owned or leased (as a lessee) by any Credit Party for the purpose of obtaining an appraisal of value, conducted by consultants retained such other certifications (including flood hazard certifications)Agent in compliance with all applicable banking regulations; provided, approvalshowever, opinions or documents as that Holdings and the Administrative Agent may reasonably requestBorrower shall be obligated to pay for all actual costs and reasonable expenses of obtaining and reviewing any appraisal provided for under this Section 8.13 for not more than one appraisal each year for each such parcel of Real Property.

Additional Real Property. Each The Borrower shall, and shall cause each of its Subsidiaries to, cause the Administrative Agent and the Lenders to have at all times a first priority perfected security interest (subject only to Liens and encumbrances permitted under Section 8.2.3Permitted Liens) in all of the real property owned acquired from time to time by such the Borrower and its Subsidiaries (other than any such real property that has a net book value of less than $1,000,000 and that, when added to the net book value of all other real property acquired by the Borrower and its Subsidiaries in the calendar year in which such determination is being made, has a net book value of less than $1,000,000); provided, however, that, in the event such real property is owned by a Foreign Subsidiary (other than a Foreign Subsidiary that (i) is treated as a partnership under the Borrowers and their Subsidiaries Code or (ii) is not treated as an entity that is separate from (A) the Borrower, (B) any Person that is treated as a partnership under the Code or (C) any "United States person" (as defined in Section 7701(a)(30) of the Code)), such Subsidiary shall not subject be required to a first priority perfected grant such security interest (1) if the Required Lenders have otherwise agreed or (2) to the extent such grant could reasonably be expected to constitute at any time an investment of earnings in favor United States property under Section 956 (or any successor provision thereto) of the Code that would increase the amount of United States federal income tax that would otherwise be payable by the Borrower and the other members of the affiliated group of corporations filing a consolidated federal income tax return with the Borrower in the absence of such grant, as determined by the Borrower based on existing financial statements and on financial projections prepared in good faith based upon assumptions which the Borrower believes to be reasonable and as evidenced by a certificate of the chief financial Authorized Officer of the Borrower that is accepted in writing by the Administrative Agent (such acceptance not to be unreasonably withheld and which acceptance shall be deemed to have occurred in the absence of a written notice from the Administrative Agent that is given to the Borrower within five Business Days of the Administrative Agent and Agent's receipt of such certificate, indicating the Lendersreasons for not accepting such certificate); provided, does not exceed $5,000,000further, however, that, in either case)the event of any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive or guideline of any Governmental Authority that could reasonably be expected to alter the conclusion set forth in such certificate, the Administrative Agent or the Required Lenders may request the Borrower to deliver another such certificate in light of such event and, in the absence of the delivery and acceptance of such certificate as provided above, require the grant of such security interest. Without limiting the generality of the foregoing, each such the Borrower shall, and shall cause each such Subsidiary to, execute and deliver or cause to be executed and delivered Mortgages, that may be necessary or, in the opinion of the Administrative Agent, desirable to create a valid, perfected Lien against such real property, together with (a) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of each such MortgageMortgage as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create a valid, perfected and (subject to Permitted Liens) first priority Lien against the properties purported to be covered thereby; (bi) mortgagee's title insurance policies with respect to property purported to be covered by such Mortgage (except patented and unpatented mining and millsite claims) in favor of the Administrative Agent for the benefit of the Secured Parties in amounts and the Lenders in form and substance and issued by insurers reasonably satisfactory to the Administrative Agent, in amounts and in form and substance reasonably satisfactory Agent addressed to the Administrative Agent, with respect to each Additional Material Property purported to be covered by each such MortgageAgent and the Lenders, insuring that title to such property is marketable and that the interests created by the such Mortgage constitute valid valid, perfected first priority Liens thereon free and clear of all defects and encumbrances other than as approved by the Administrative Agent, and such policies shall also include a survey reading, and, if required by the Administrative Agent and if available, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic's lien endorsement and such other endorsements as the Administrative Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon; , and (cii) surveys mortgagee's title opinions with respect to patented and unpatented mining and millsite claims purported to be covered by such Mortgage in favor of the Administrative Agent for each Additional Material Property made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by benefit of the American Land Title Association and the American Congress of Surveying and Mapping in 1992, which surveys shall be certified Secured Parties addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (dc) Uniform Commercial Code financing statements Financing Statements related to the security interests created by each such Mortgage, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such financing statements in the appropriate offices and records as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create valid, perfected and (subject to Permitted Liens) first priority Liens against the improvements purported to be covered thereby; and (ed) such other certifications (including flood hazard certifications), approvals, opinions or documents as the Administrative Agent may reasonably request, including a current survey (or, in the case of property in respect of a Mine, the most recently completed mineral survey) of each property purported to be covered by each such Mortgage in form and substance satisfactory to the Administrative Agent and the title insurer.

Additional Real Property. Each Borrower After the Closing Date, Company shall, and shall cause its Subsidiaries to, with respect to each Real Property Asset required to be subject to a Mortgage pursuant to subsection 6.8, each fee interest in a Real Property Asset acquired after the Closing Date which does not constitute an Excluded Property and each Replacement Property required to be subject to a Mortgage pursuant to subsection 6.10, as soon as practicable and in any event within three months after the applicable Real Property Asset is so acquired or required to be subject to a Mortgage, deliver: (A) fully executed counterparts of a Mortgage, or an amendment to a Mortgage, in form satisfactory to Administrative Agent, which Mortgage or amendment shall encumber such Real Property Asset, together with evidence that counterparts of such Mortgage or amendment have been recorded in all places to the extent necessary or desirable, in the reasonable judgment of Administrative Agent, so as to effectively create a valid and enforceable first priority Lien (subject only to Permitted Encumbrances) on such Real Property Asset in favor of Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of Lenders, (B) if requested by Administrative Agent, a title report, title commitment or other title search satisfactory to Administrative Agent obtained by such Person in respect of such Real Property Asset, (C) if reasonably requested by Administrative Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in the state in which such Real Property Asset is located with respect to the enforceability of the Mortgages recorded in such state, in form and substance satisfactory to Administrative Agent, (D) environmental audits with respect to such Real Property Asset prepared by professional consultants mutually acceptable to Company and Administrative Agent, in form, scope and substance satisfactory to Administrative Agent in its reasonable discretion, (E) if Company or any of its Subsidiaries obtains an owner's policy of title insurance with respect to such Real Property Asset, or if requested by Administrative Agent with respect to any other Real Property Asset having an acquisition cost or value (as estimated by Administrative Agent) in excess of $2,000,000, a Title Insurance Policy, in an amount reasonably satisfactory to Administrative Agent, with respect to Administrative Agent's lien thereon, (F) information sufficient for Administrative Agent to determine whether (1) any such Real Property Asset is Flood Hazard Property and (2) the community in which each Flood Hazard Property is located is participating in the National Flood Insurance Program, (G) upon Company's or such Subsidiary's receipt of written notification from Administrative Agent (1) as to the existence of each such Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program, written acknowledgment of the receipt of such notification, and (H) the evidence of insurance with respect to such Real Property Asset required to be provided to Administrative Agent pursuant to the terms of the Mortgages, including flood insurance with respect to each Flood Hazard Property located in a community that is participating in the National Flood Insurance Program. Company shall, and shall cause each of its Subsidiaries to, cause the permit any authorized representatives designated by Administrative Agent to visit and inspect any Real Property Asset for the Lenders to have at all times a first priority perfected security interest (subject only to Liens and encumbrances permitted under Section 8.2.3) in all purpose of the real property owned from time to time obtaining an appraisal of value, conducted by such Borrower and its Subsidiaries (other than any such real property that has a net book value of less than $1,000,000 and that, when added to the net book value of all other real property owned consultants retained by the Borrowers and their Subsidiaries that is not subject to a first priority perfected security interest in favor of the Administrative Agent and the Lenders, does not exceed $5,000,000, in either case). Without limiting the generality of the foregoing, each such Borrower shall, and shall cause each such Subsidiary to, execute and deliver or cause to be executed and delivered Mortgages, that may be necessary or, in the opinion of the Administrative Agent, desirable to create a valid, perfected Lien against such real property, together with (a) evidence of the completion (or satisfactory arrangements for the completion) of compliance with all recordings and filings of each such Mortgage; (b) mortgagee's title insurance policies in favor of the Administrative Agent and the Lenders and issued by insurers reasonably satisfactory to the Administrative Agent, in amounts and in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Additional Material Property purported to be covered by each such Mortgage, insuring that title to such property is marketable and that the interests created by the Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than as approved by the Administrative Agent, such policies shall also include a revolving credit endorsement and such other endorsements as the Administrative Agent shall request and shall be accompanied by evidence of the payment in full of all premiums thereon; (c) surveys for each Additional Material Property made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress of Surveying and Mapping in 1992, which surveys shall be certified to the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent; (d) Uniform Commercial Code financing statements related to the security interests created by each Mortgage, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such financing statements in the appropriate offices and records as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create valid, perfected first priority Liens against the improvements purported to be covered thereby; and (e) such other certifications (including flood hazard certifications), approvals, opinions or documents as the Administrative Agent may reasonably requestapplicable banking regulations.

Additional Real Property. Each Borrower After the Effective Date, each of Holdings and Company shall, and shall cause each of its Subsidiaries to, cause the Administrative Agent and the Lenders to have at all times a first priority perfected security interest (subject only to Liens and encumbrances permitted under Section 8.2.3) in all of the real property owned from time to time by such Borrower and its Subsidiaries (other than any such real property that has a net book value of less than $1,000,000 and that, when added to the net book value of all other real property owned by the Borrowers and their Subsidiaries that is not subject to a first priority perfected security interest in favor of the Administrative Agent and the Lenders, does not exceed $5,000,000, in either case). Without limiting the generality of the foregoing, each such Borrower shall, and shall cause each such Subsidiary to, execute and deliver or cause to be executed and delivered Mortgages, that may be necessary or, in the opinion of the Administrative Agent, desirable to create a valid, perfected Lien against such real property, together with (a) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of each such Mortgage; (b) mortgagee's title insurance policies in favor of the Administrative Agent and the Lenders and issued by insurers reasonably satisfactory to the Administrative Agent, in amounts and in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Additional Material Real Property purported Asset listed in Schedule 4.1F annexed hereto (to the extent the items listed below have not been obtained or delivered to Agent on the Closing Date or the Effective Date and can, using reasonable commercial efforts, be covered by obtained) and each Real Property Asset in which Company or such Subsidiary acquires fee title or a leasehold interest after the Effective Date (in each case excluding any Real Property Asset which is and so long as it remains (A) an Excluded Site, or (B) a leasehold interest as to which encumbrancing requires the consent of the lessor, where Company and its Subsidiaries have been unable to obtain the applicable lessor's consent thereto, or (C) an asset subject to a Lien permitted under subsection 7.2A(iv) or (v)) (such non-excluded Real Property Assets collectively, "COVERED REAL PROPERTY"), as soon as practicable and in any event within three months after the applicable Real Property Asset becomes Covered Real Property (or within one month after the Effective Date, with respect to the Real Property Assets identified with a "PC" in the "Mortgage" column listed on Schedule 4.1F), insuring that title deliver: (1) fully executed counterparts of a Deed of Trust, or an amendment to such property is marketable and that the interests created by the Mortgage constitute valid first Liens thereon free and clear a Deed of all defects and encumbrances other than as approved by the Administrative Trust, in form satisfactory to Agent, which Deed of Trust or amendment shall encumber such policies shall also include a revolving credit endorsement and such other endorsements as the Administrative Agent shall request and shall be accompanied by evidence of the payment in full of all premiums thereon; (c) surveys for each Additional Material Property made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress of Surveying and Mapping in 1992, which surveys shall be certified to the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent; (d) Uniform Commercial Code financing statements related to the security interests created by each MortgageCovered Real Property, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings that counterparts of such financing statements Deed of Trust or amendment have been recorded in all places to the appropriate offices and records as may be extent necessary oror desirable, in the reasonable opinion judgment of the Administrative Agent, desirable so as to effectively create valid, perfected a valid and enforceable first priority Liens against the improvements purported lien (subject only to be covered thereby; and Permitted Encumbrances) on such Covered Real Property in favor of Agent (e) or such other certifications trustee as may be required or desired under local law) for the benefit of Lenders, 115 (including flood hazard certifications)2) if requested by Agent, approvalsa title report, opinions title commitment or documents as the Administrative other title search satisfactory to Agent may reasonably request.obtained by such Person in respect of such Covered Real Property,

Additional Real Property. Each The Borrower shall, and shall ------------------------ cause each of its Subsidiaries to, cause the Administrative Agent and the Lenders to have at all times a first priority perfected security interest (subject only to Liens and encumbrances permitted under Section 8.2.3Permitted Liens) in all of the real property owned acquired from time to time by such the Borrower and its Subsidiaries (other than any such real property that has a net book value of less than $1,000,000 and that, when added to the net book value of all other real property acquired by the Borrower and its Subsidiaries in the calendar year in which such determination is being made, has a net book value of less than $1,000,000); provided, however, that, in the event such real property is owned by a Foreign -------- ------- Subsidiary (other than a Foreign Subsidiary that (i) is treated as a partnership under the Borrowers and their Subsidiaries Code or (ii) is not treated as an entity that is separate from (A) the Borrower, (B) any Person that is treated as a partnership under the Code or (C) any "United States person" (as defined in Section 7701(a)(30) of the Code)), such Subsidiary shall not subject be required to a first priority perfected grant such security interest (1) if the Required Lenders have otherwise agreed or (2) to the extent such grant could reasonably be expected to constitute at any time an investment of earnings in favor United States property under Section 956 (or any successor provision thereto) of the Code that would increase the amount of United States federal income tax that would otherwise be payable by the Borrower and the other members of the affiliated group of corporations filing a consolidated federal income tax return with the Borrower in the absence of such grant, as determined by the Borrower based on existing financial statements and on financial projections prepared in good faith based upon assumptions which the Borrower believes to be reasonable and as evidenced by a certificate of the chief financial Authorized Officer of the Borrower that is accepted in writing by the Administrative Agent (such acceptance not to be unreasonably withheld and which acceptance shall be deemed to have occurred in the absence of a written notice from the Administrative Agent that is given to the Borrower within five Business Days of the Administrative Agent and Agent's receipt of such certificate, indicating the Lendersreasons for not accepting such certificate); provided, does not exceed $5,000,000further, however, that, in either case)the event -------- ------- ------- of any change in, or the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive or guideline of any Governmental Authority that could reasonably be expected to alter the conclusion set forth in such certificate, the Administrative Agent or the Required Lenders may request the Borrower to deliver another such certificate in light of such event and, in the absence of the delivery and acceptance of such certificate as provided above, require the grant of such security interest. Without limiting the generality of the foregoing, each such the Borrower shall, and shall cause each such Subsidiary to, execute and deliver or cause to be executed and delivered Mortgages, that may be necessary or, in the opinion of the Administrative Agent, desirable to create a valid, perfected Lien against such real property, together with (a) evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of each such MortgageMortgage as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create a valid, perfected and (subject to Permitted Liens) first priority Lien against the properties purported to be covered thereby; (bi) mortgagee's title insurance policies with respect to property purported to be covered by such Mortgage (except patented and unpatented mining claims) in favor of the Administrative Agent for the benefit of the Secured Parties in amounts and the Lenders in form and substance and issued by insurers reasonably satisfactory to the Administrative Agent, in amounts and in form and substance reasonably satisfactory Agent addressed to the Administrative Agent, with respect to each Additional Material Property purported to be covered by each such MortgageAgent and the Lenders, insuring that title to such property is marketable and that the interests created by the such Mortgage constitute valid valid, perfected first priority Liens thereon free and clear of all defects and encumbrances other than as approved by the Administrative Agent, and such policies shall also include a survey reading, and, if required by the Administrative Agent and if available, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic's lien endorsement and such other endorsements as the Administrative Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon; , and (cii) surveys mortgagee's title opinions with respect to patented and unpatented mining claims purported to be covered by such Mortgage in favor of the Administrative Agent for each Additional Material Property made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by benefit of the American Land Title Association and the American Congress of Surveying and Mapping in 1992, which surveys shall be certified Secured Parties addressed to the Administrative Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent; (dc) Uniform Commercial Code U.C.C. financing statements related to the security interests created by each such Mortgage, together with evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such financing statements in the appropriate offices and records as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to create valid, perfected and (subject to Permitted Liens) first priority Liens against the improvements purported to be covered thereby; and (ed) such other certifications (including flood hazard certifications), approvals, opinions or documents as the Administrative Agent may reasonably request, including a current survey (or, in the case of property in respect of a Mine, the most recently completed mineral survey) of each property purported to be covered by each such Mortgage in form and substance satisfactory to the Administrative Agent and the title insurer.