Common use of Additional Real Property Clause in Contracts

Additional Real Property. 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 Permitted Liens) in all of the real property acquired from time to time by the Borrower and its Subsidiaries (other than any such real property 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 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 be required to 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 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's receipt of such certificate, indicating the reasons for not accepting such certificate); provided, further, however, that, in 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, 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

Additional Real Property. 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 Permitted LiensLiens permitted hereunder) in all of the real property acquired from time to time by the Borrower and its Restricted Subsidiaries (other than any such real property 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 $1,000,0002,000,000 (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 (other than a Foreign Subsidiary that (i) is treated as a partnership under the 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))Subsidiary, such Subsidiary shall not be required to 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 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's receipt of such certificate, indicating the reasons for not accepting such certificate)interest; provided, further, however, that, in 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 eliminates the conclusion set forth in such certificateamount 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 the other members of the affiliated group of corporations filing a consolidated federal income tax return with the Borrower, 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, 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

Additional Real Property. 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 Permitted Liens) in all of the real property acquired from time to time by the Borrower and its Subsidiaries (other than any such real property 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 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 be required to 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 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's receipt of such certificate, indicating the reasons for not accepting such certificate); provided, further, however, that, in 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, 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

Additional Real Property. 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 Permitted LiensLiens permitted hereunder) in all of the real property acquired from time to time by the Borrower and its Restricted Subsidiaries (other than any such real property (exclusive of 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 $1,000,0001,000,000 (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 (other than a Foreign Subsidiary that (i) is treated as a partnership under the 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))Subsidiary, such Subsidiary shall not be required to 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 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's receipt of such certificate, indicating the reasons for not accepting such certificate)interest; provided, further, however, that, in 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 eliminates the conclusion set forth in such certificateamount 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 the other members of the affiliated group of corporations filing a consolidated federal income tax return with the Borrower, 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, 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