Common use of Real Property and Leaseholds Clause in Contracts

Real Property and Leaseholds. Each Borrower shall, at its own expense, with respect to any interest in real estate (other than the Excluded Property) existing on the date hereof or acquired after such date, upon Agent's request therefor (i) as soon as practicable and in any event within thirty (30) days of such request, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "Mortgages") as specified by and in form and substance satisfactory to Agent securing payment in and to the real properties owned by such Borrower and leaseholds of such Borrower as may be designated by Agent, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Agent a description of such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, (iii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, showing no encroachments or other exceptions to title which affect marketability of title other than those permitted in writing by Agent and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property is located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an environmental survey with respect to said real estate in form and substance satisfactory to Agent and made by an engineer reasonably satisfactory to Agent which reveals no environmental risk not acceptable to Agent; (v) as soon as practicable and in any event within thirty (30) days of such request, if the interest being acquired is a leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as determined by Agent), deliver to Agent the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded), and an agreement from the landlord to Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid, first priority Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving credit, contiguity (if applicable), 3.1 zoning, encroachments, comprehensive mortgage, usury, doing business, location, last dollar, access, tying and such other endorsements as Agent may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent and the Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to such matters required by Agent and in form and substance satisfactory to Agent; and (viii) as soon as practicable and in any event within thirty (30) days of such request, take whatever action (including, without limitation, the recording of any Additional Mortgage, the filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of Agent to vest in Agent (or in any representative of Agent designated by it), for the benefit of Agent, the Lenders and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection 5.3, enforceable in accordance with their terms (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought); provided, however, that such Borrower shall not be required to deliver a Mortgage covering any Excluded Property, or otherwise comply with clauses (i) through (viii) of this Subsectionwith respect to Excluded Property, so long as such Excluded Property is collateral for indebtedness of such Borrower permitted under Subsection 8.2 and the Lien thereon is permitted under Subsection 8.1; provided, further that immediately after repayment of all of the indebtedness and obligations for which such Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, such Borrower shall comply with clauses (i) through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or recording the same in all places deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or in preserving the Liens of, the Mortgages delivered pursuant to this Subsection 5.3.

Real Property and Leaseholds. Each Borrower shallBorrower, at its own expense, will (except that with respect to any interest in real estate (other than the Excluded Property) deliveries relating to Borrower's leaseholds existing on September 1, 1996 which are with Persons which are not Affiliates which require the date hereof consent or acquired after cooperation of the landlords or fee mortgagees of such dateleaseholds, Borrower shall only be required to use its best efforts (but not requiring litigation) to), upon AgentLender's request therefor (i) as soon as practicable and in any event within thirty (30) days of such request, duly execute and deliver to Agent Lender any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "Mortgages") as specified by and in form and substance satisfactory to Agent Lender, securing payment and performance of the Liabilities in an amount not to exceed the fair market value of the real property and constituting Liens in and to the real properties owned by such Borrower and the leaseholds of such Borrower as may be designated by AgentLender, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Agent Lender a description of such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to AgentLender, (iii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent Lender an ALTA survey of said real estate in form and substance acceptable to Agent Lender and certified to AgentLender, showing no encroachments or other exceptions to title which affect marketability of title other than those permitted in writing by Agent Lender and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property is located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent Lender an environmental survey with respect to said real estate in form and substance satisfactory to Agent Lender and made by an engineer reasonably satisfactory to Agent which reveals no environmental risk not reasonably acceptable to AgentLender; (v) as soon as practicable and in any event within thirty (30) days of such request, if the interest being acquired is a leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as determined by Agent)interest, deliver to Agent Lender the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded), and an agreement from the landlord to AgentLender as to the matters required in subsection 7.12 and such other matters as Lender may reasonably request, in each case in form and substance reasonably satisfactory to AgentLender; (vi) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent Lender an ALTA loan policy in form and substance reasonably satisfactory to Agent Lender and from a title insurance company reasonably satisfactory to Agent Lender insuring that the Lien of the Mortgages delivered pursuant to this Subsection subsection 5.3 is a valid, first priority Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving credit, contiguity (if applicable)contiguity, 3.1 zoning, encroachments, comprehensive mortgage, usury, doing business, location, last dollar, access, tying and such other endorsements as Agent Lender may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent and the Lenders Lender an opinion of counsel authorized to practice law in the state in which such real estate is located, as to such matters required by Agent and in form and substance reasonably satisfactory to AgentLender; and (viii) as soon as practicable and in any event within thirty (30) days of such request, take whatever action (including, without limitation, the recording of any Additional Mortgage, the filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the reasonable opinion of Agent Lender to vest in Agent Lender (or in any representative of Agent Lender designated by it), for the benefit of Agent, the Lenders and the Issuing Bank, valid and subsisting first priority liens and charges Liens and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection subsection 5.3, enforceable in accordance with their terms (but subject to the lien of any encumbrance permitted pursuant to Subsection subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought); provided, however, that such Borrower shall not be required to deliver a Mortgage covering any Excluded Property, or otherwise comply with clauses (i) through (viii) of this Subsectionwith respect to Excluded Property, so long as such Excluded Property is collateral for indebtedness of such Borrower permitted under Subsection 8.2 and the Lien thereon is permitted under Subsection 8.1; provided, further that immediately after repayment of all of the indebtedness and obligations for which such Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, such Borrower shall comply with clauses (i) through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or recording the same in all places reasonably deemed necessary by AgentLender) and take all such other action as Agent Lender may reasonably deem necessary desirable in obtaining the full benefits of, or in preserving the Liens of, the Mortgages delivered pursuant to this Subsection subsection 5.3.

Real Property and Leaseholds. Each Borrower shall, at its own expense, with respect to any interest in real estate (other than the Excluded Property) existing on the date hereof of the Original Agreement or acquired after such date, upon Agent's request therefor (i) as soon as practicable and in any event within thirty (30) days of such request, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "Mortgages") as specified by and in form and substance satisfactory to Agent securing payment in and to the real properties owned by such Borrower and leaseholds of such Borrower as may be designated by Agent, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Agent a description of such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, (iii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, showing no encroachments or other exceptions to title which affect marketability of title other than those permitted in writing by Agent and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property is located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an environmental survey with respect to said real estate in form and substance satisfactory to Agent and made by an engineer reasonably satisfactory to Agent which reveals no environmental risk not acceptable to Agent; (v) as soon as practicable and in any event within thirty (30) days of such request, if the interest being acquired is a leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as determined by Agent), deliver to Agent the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded), and an agreement from the landlord to Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid, first priority Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving credit, contiguity (if applicable), 3.1 zoning, encroachments, comprehensive mortgage, usury, doing business, location, last dollar, access, tying and such other endorsements as Agent may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent and the Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to such matters required by Agent and in form and substance satisfactory to Agent; and (viii) as soon as practicable and in any event within thirty (30) days of such request, take whatever action (including, without limitation, the recording of any Additional Mortgage, the filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of Agent to vest in Agent (or in any representative of Agent designated by it), for the benefit of Agent, the Lenders and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection 5.3, enforceable in accordance with their terms (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought); provided, however, that such Borrower shall not be required to deliver a Mortgage covering any Excluded Property, or otherwise comply with clauses (i) through (viii) of this Subsectionwith Subsection with respect to Excluded Property, so long as such Excluded Property is collateral for indebtedness of such Borrower permitted under Subsection 8.2 and the Lien thereon is permitted under Subsection 8.1; provided, further that immediately after repayment of all of the indebtedness and obligations for which such Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, such Borrower shall comply with clauses (i) through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or recording the same in all places deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or in preserving the Liens of, the Mortgages delivered pursuant to this Subsection 5.3.

Real Property and Leaseholds. Each Borrower shall, at 3.12.1 Schedule 3.12.1 identifies all parcels of real property owned in fee by the Company or its own expense, with respect to any interest in real estate (other than the Excluded Property) existing on Subsidiaries as of the date hereof or acquired after such date, upon Agent's request therefor (i) as soon as practicable and in any event within thirty (30) days of such request, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "MortgagesCOMPANY OWNED REAL ESTATE") as specified by and in form and substance satisfactory to Agent securing payment in and to ). The Company or the applicable Subsidiary owns each of the real properties owned by such Borrower constituting Company Owned Real Estate with good, marketable and leaseholds insurable fee title, free and clear of such Borrower as may be designated by Agentall Encumbrances, except for (i) Encumbrances disclosed in the Company Schedules, (ii) liens for taxes, assessments or governmental charges or levies that are not material in amount relative to the property affected, or that are not yet delinquent or are being contested in good faith by appropriate proceedings, during which collection or enforcement is stayed, so long as soon as practicable and in any event within ten (10) days adequate security has been posted for the payment of such request, deliver to Agent a description of such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agentamounts, (iii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, showing no encroachments Encumbrance or other exceptions to title which affect marketability imperfection of title other than those permitted in writing by Agent and stating that said real estate is located in an area does not materially impair the ownership, occupancy or use of minimal flooding the Company Owned Real Estate or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps Company Leased Real Estate for the area purposes for which it is currently owned, occupied or used in which connection with the property is located from the Federal Emergency Management Agency; Business, and, (iv) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an environmental survey with respect to said real estate the Company Leased Real Estate, any Encumbrances placed upon such property by the owner thereof and the provisions of the leases thereof (the items in form and substance satisfactory to Agent and made by an engineer reasonably satisfactory to Agent which reveals no environmental risk not acceptable to Agent; clauses (v) as soon as practicable and in any event within thirty (30) days of such request, if the interest being acquired is a leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as determined by Agenti), deliver to Agent the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recordedii), and an agreement from the landlord to Agent, in each case in form and substance reasonably satisfactory to Agent; (viiii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid, first priority Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving credit, contiguity (if applicable), 3.1 zoning, encroachments, comprehensive mortgage, usury, doing business, location, last dollar, access, tying and such other endorsements as Agent may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent and the Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to such matters required by Agent and in form and substance satisfactory to Agent; and (viiiiv) above being referred to herein collectively as soon as practicable and in any event within thirty (30) days of such request, take whatever action (including, without limitation, the recording of any Additional Mortgage, the filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of Agent to vest in Agent (or in any representative of Agent designated by it), for the benefit of Agent, the Lenders and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection 5.3, enforceable in accordance with their terms (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought"REAL PROPERTY PERMITTED ENCUMBRANCES"); provided, however, that no Real Property Permitted Encumbrances may materially interfere with access to or use of such Borrower shall not be required Company Owned Real Estate as the same is presently being used or occupied. Except for the Real Property Permitted Encumbrances and as otherwise set forth in Schedule 3.12.1, none of the Company Owned Real Estate is subject to deliver a Mortgage covering any Excluded Propertyright or option of any other Person to purchase or lease or otherwise obtain title to, or otherwise comply with clauses (i) through (viii) of this Subsectionwith respect an interest in, such Company Owned Real Estate, and no Person other than the Company or its Subsidiaries has any right to Excluded Property, so long as such Excluded Property is collateral for indebtedness of such Borrower permitted under Subsection 8.2 and the Lien thereon is permitted under Subsection 8.1; provided, further that immediately after repayment of all occupy or lease any of the indebtedness and obligations for which such Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, such Borrower shall comply with clauses (i) through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or recording the same in all places deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or in preserving the Liens of, the Mortgages delivered pursuant to this Subsection 5.3Company Owned Real Estate.

Real Property and Leaseholds. Each Borrower shall, at its own expense, with respect to any interest in real estate (other than the Excluded Property) existing on the date hereof of the Original Agreement or acquired after such date, upon Agent's request therefor (i) as soon as practicable and in any event within thirty (30) days of such request, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "Mortgages") as specified by and in form and substance satisfactory to Agent securing payment in and to the real properties owned by such Borrower and leaseholds of such Borrower as may be designated by Agent, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Agent a description of such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, (iii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, showing no encroachments or other exceptions to title which affect marketability of title other than those permitted in writing by Agent and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property is located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an environmental survey with respect to said real estate in form and substance satisfactory to Agent and made by an engineer reasonably satisfactory to Agent which reveals no environmental risk not acceptable to Agent; (v) as soon as practicable and in any event within thirty (30) days of such request, if the interest being acquired is a leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as determined by Agent), deliver to Agent the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded), and an agreement from the landlord to Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid, first priority Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving credit, contiguity (if applicable), 3.1 zoning, encroachments, comprehensive mortgage, usury, doing business, location, last dollar, access, tying and such other endorsements as Agent may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent and the Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to such matters required by Agent and in form and substance satisfactory to Agent; and (viii) as soon as practicable and in any event within thirty (30) days of such request, take whatever action (including, without limitation, the recording of any Additional Mortgage, the filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of Agent to vest in Agent (or in any representative of Agent designated by it), for the benefit of Agent, the Lenders and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection 5.3, enforceable in accordance with their terms (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 57 hereof then of record against the property upon which any such Mortgage is sought); provided, however, that such Borrower shall not be required to deliver a Mortgage covering any Excluded Property, or otherwise comply with clauses (i) through (viii) of this Subsectionwith Subsection with respect to Excluded Property, so long as such Excluded Property is collateral for indebtedness of such Borrower permitted under Subsection 8.2 and the Lien thereon is permitted under Subsection 8.1; provided, further that immediately after repayment of all of the indebtedness and obligations for which such Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, such Borrower shall comply with clauses (i) through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or recording the same in all places deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or in preserving the Liens of, the Mortgages delivered pursuant to this Subsection 5.3.

Real Property and Leaseholds. Each Borrower shall, at its own expense, with respect to any interest in real estate (other than the Excluded Property) existing on the date hereof of this Agreement or acquired after such date, upon Agent's reasonable request therefor (i) as soon as practicable and in any event within thirty (30) days of such request, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "Mortgages") as specified by and in form and substance reasonably satisfactory to Agent securing payment in and to respect of the real properties owned by such Borrower and leaseholds of such Borrower as may be reasonably designated by Agent, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Agent a description of such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, (iii) as soon as practicable and in any event within thirty forty-five (3045) days of such request, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, showing no encroachments or other exceptions to title which affect marketability of title other than those permitted in writing by Agent and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property is located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty forty-five (3045) days of such request, deliver to Agent an environmental survey with respect to said real estate in form and substance reasonably satisfactory to Agent and made by an engineer reasonably satisfactory to Agent which reveals no environmental risk not acceptable to Agent; (v) as soon as practicable and in any event within thirty forty-five (3045) days of such request, if the interest being acquired is a leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as reasonably determined by Agent), deliver to Agent the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded)lease, and an agreement from the landlord to Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within thirty forty-five (3045) days of such request, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid, first priority valid Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving creditcredit (if applicable), contiguity (if applicable), 3.1 zoning, encroachmentsencroachments (if applicable), comprehensive mortgage, usury, doing business, location, last dollar, access, tying tie-in and such other endorsements as Agent may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent and the Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to such matters reasonably required by Agent and in form and substance reasonably satisfactory to Agent; and (viii) as soon as practicable and in any event within thirty (30) days of such request, take whatever action (including, without limitation, the recording of any Additional Mortgagemortgage, the filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of Agent to vest in Agent (or in any representative of Agent designated by it), for the benefit of Agent, the Lenders and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection 5.3, enforceable in accordance with their terms (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof Permitted Liens then of record against the property upon which any such Mortgage is sought); provided, however, that such Borrower shall not be required to deliver a Mortgage covering any Excluded Property, or otherwise comply with clauses (i) through (viii) of this Subsectionwith respect to Excluded Property, so long as such Excluded Property is collateral for indebtedness of such Borrower permitted under Subsection 8.2 and the Lien thereon is permitted under Subsection 8.1; provided, further that immediately after repayment of all of the indebtedness and obligations for which such Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, such Borrower shall comply with clauses (i) through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or recording the same in all places reasonably deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or in preserving the Liens of, the Mortgages delivered pursuant to this Subsection 5.3. Agent may from time to time have any or all of the real property and equipment of Borrower and appraised and Borrower agrees to pay, or reimburse Agent for, the costs of such appraisals, and any and all surveys, title policies, title commitments, environmental surveys and other reasonable expenses incurred by Agent or any Lender in connection therewith.

Real Property and Leaseholds. Each Borrower shall, at its own expense, with respect to any interest in real estate (other than the Excluded Property) existing on the date hereof of this Agreement or acquired after such date, upon Agent's request therefor date (i) as soon as practicable and in any event within thirty (30) days of the date hereof (except as to leaseholds existing on the date hereof) or such requestacquisition, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "Mortgages") as specified by and in form and substance reasonably satisfactory to Agent securing payment in and to respect of the real properties owned by such Borrower and leaseholds of such Borrower as may be reasonably designated by Agent, (ii) as soon as practicable and in any event within ten (10) days of such requestdays, deliver to Agent a description of such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, (iii) as soon as practicable and in any event within thirty forty-five (3045) days of such requestdays, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, showing no encroachments or other exceptions to title which affect marketability of title other than those permitted in writing by Agent and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property is located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty forty-five (3045) days of such requestdays, deliver to Agent an environmental survey with respect to said real estate in form and substance reasonably satisfactory to Agent and made by an engineer reasonably satisfactory to Agent which reveals no environmental risk not acceptable to Agent; (v) as soon as practicable and in any event within thirty forty-five (3045) days of such requestdays, if the interest being acquired is a leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as reasonably determined by Agent), deliver to Agent the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded)lease, and an agreement from the landlord to Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within thirty forty-five (3045) days of such requestdays, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid, first priority valid Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving creditcredit (if applicable), contiguity (if applicable), 3.1 zoning, encroachmentsencroachments (if applicable), comprehensive mortgage, usury, doing business, location, last dollar, access, tying tie-in and such other endorsements as Agent may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such requestdays, deliver to Agent and the Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to such matters reasonably required by Agent and in form and substance reasonably satisfactory to Agent; and (viii) as soon as practicable and in any event within thirty (30) days of such requestdays, take whatever action (including, without limitation, the recording of any Additional Mortgagemortgage, the filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of Agent to vest in Agent (or in any representative of Agent designated by it), for the benefit of Agent, the Lenders and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection 5.3, enforceable in accordance with their terms (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof Permitted Liens then of record against the property upon which any such Mortgage is sought); provided, however, that such Borrower shall not be required to deliver a Mortgage covering any Excluded Property, or otherwise comply with clauses (i) through (viii) of this Subsectionwith respect to Excluded Property, so long as such Excluded Property is collateral for indebtedness of such Borrower permitted under Subsection 8.2 and the Lien thereon is permitted under Subsection 8.1; provided, further that immediately after repayment of all of the indebtedness and obligations for which such Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, such Borrower shall comply with clauses (i) through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or recording the same in all places reasonably deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or in preserving the Liens of, the Mortgages delivered pursuant to this Subsection 5.3. Agent may from time to time have any or all of Borrower's and Webco Tube's Inventory, equipment and real property appraised and Borrower agrees to pay, or reimburse Agent for, the costs of such appraisals, and any and all surveys, title policies, title commitments, environmental surveys and other reasonable expenses incurred by Agent or any Lender in connection therewith.