Common use of Lien on Realty Clause in Contracts

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by Mortgages upon all real Property of each Borrower now or hereafter owned. Each Mortgage (and, in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of Agent. Each Mortgage and Mortgage amendment, as applicable, shall be duly recorded, at Borrowers’ joint and several expense, in each office where such recording is required to constitute a fully perfected first Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent or Majority Lenders, the applicable Borrower shall deliver to Agent, at Borrowers’ joint and several expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agent, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, for the benefit of itself and the Lenders, on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin), subject only to those exceptions reasonably acceptable to Agent and its counsel. The applicable Borrower shall deliver to Agent such other documents, including, without limitation, as-built survey prints of the real Property, as Agent and its counsel may reasonably request relating to the real Property subject to the Mortgages, other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by the Mortgages upon all real Property of each any Borrower now described therein. If any Borrower shall acquire at any time or times hereafter owned. Each Mortgage any fee simple interest in other real Property (andother than leasehold interests in sales offices or warehouses), such Borrower agrees promptly to execute and deliver to Agent, for its benefit and the ratable benefit of Lenders, as additional security and Collateral for the Obligations, deeds of trust, security deeds, mortgages or other collateral assignments reasonably satisfactory in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended form and restated loan facility provided for hereunder substance to Agent and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on its counsel (herein collectively referred to as "New Mortgages") covering such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of AgentProperty. Each The Mortgages and each New Mortgage and Mortgage amendment, as applicable, shall be duly recorded, recorded (at Borrowers’ joint and several ' expense, ) in each office where such recording is required to constitute a fully perfected first valid Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent In respect to any Mortgage or Majority Lendersany New Mortgage, the applicable Borrower shall deliver to Agent, at Borrowers’ joint and several ' expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agent, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, Agent for the benefit of itself and the Lenders, each Lender on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to Permitted Liens and those other exceptions reasonably acceptable to Agent and its counsel. The applicable Borrower shall also deliver to Agent such other usual and customary documents, including, including without limitation, as-built survey prints ALTA Surveys of the real PropertyProperty described in the Mortgages or any New Mortgage, as Agent and its counsel may reasonably request relating to the real Property subject to the Mortgages or the New Mortgages. Agent and Lenders, other than with respect however, acknowledge that Borrowers shall not be required to deliver to Agent an ALTA Survey for the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, WisconsinGeorgia Property.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by Mortgages upon all the Mortgages. If Borrower shall acquire at any time or times hereafter any interest in other real Property (other than leasehold interests in sales offices), Borrower agrees promptly to execute and deliver to Agent, for its benefit and the ratable benefit of each Borrower now Lenders, as additional security and Collateral for the Obligations, deeds of trust, security deeds, mortgages or hereafter owned. Each Mortgage other collateral assignments reasonably satisfactory in form and substance to Agent and its counsel (and, in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on herein collectively referred to as "New Mortgages") covering such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of AgentProperty. Each The Mortgages and each New Mortgage and Mortgage amendment, as applicable, shall be duly recorded, recorded (at Borrowers’ joint and several Borrower's expense, ) in each office where such recording is required to constitute a fully perfected first valid Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent or Majority LendersIn respect to each Mortgage and each New Mortgage, the applicable Borrower shall deliver to Agent, at Borrowers’ joint and several Borrower's expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agent insuring Agent, which as mortgagee; such policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, Agent for its benefit and the ratable benefit of itself and the Lenders, on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to those exceptions reasonably acceptable to Agent and its counsel. The applicable Borrower shall also deliver to Agent such other documents, including, without limitation, as-built survey prints ALTA Surveys of the real Property, as Agent and its counsel may reasonably request relating to the real Property subject to the Mortgages, other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsinany such New Mortgage.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien lien, for the benefit of the Lender and the Secured Parties, created by the Mortgages upon all real Property property of each Borrower now Loan Parties described therein. If any Loan Party shall acquire at any time or times hereafter owned. Each any fee simple interest in other real property, such Loan Party agrees promptly to execute and deliver to Lender as additional security and Collateral for the Obligations, a Mortgage (and, in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on Lender, for the benefit of itself and the Secured Parties, satisfactory in form and substance to Lender covering such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of Agentproperty. Each Mortgage and Mortgage amendment, as applicable, The Mortgages shall be duly recorded, recorded (at Borrowers’ joint and several expense, ) in each office where such recording is required to constitute a fully perfected first Lien (subject to Permitted Liens) valid lien on the real Property property covered thereby. If so requested by Agent or Majority LendersIn respect of any Mortgage, the applicable Borrower Loan Parties shall deliver to AgentLender, at Borrowers’ joint and several expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to AgentLender, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent Lender and shall insure a valid first Lien (subject to Permitted Liens) lien in favor of AgentLender, for the benefit of itself and the LendersSecured Parties, on the Property property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to Permitted Liens and those other exceptions reasonably acceptable to Agent and its counselLender. The applicable Borrower Loan Parties shall also deliver to Agent Lender such other usual and customary documents, including, without limitation, as-built survey prints ALTA surveys of the real Propertyproperty described in the Mortgages, as Agent and its counsel Lender may reasonably request relating to the real Property property subject to the Mortgages, other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by the Mortgages upon all real Property of each Co-Borrower now described therein. If any Co-Borrower shall acquire at any time or times hereafter owned. Each Mortgage any fee simple interest in other real Property (andother than leasehold interests in sales offices or warehouses), such Co-Borrower agrees promptly to execute and deliver to Agent, for its benefit and the ratable benefit of Lenders, as additional security and Collateral for the Obligations, deeds of trust, security deeds, mortgages or other collateral assignments reasonably satisfactory in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended form and restated loan facility provided for hereunder substance to Agent and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on its counsel (herein collectively referred to as “New Mortgages”) covering such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of AgentProperty. Each The Mortgages and each New Mortgage and Mortgage amendment, as applicable, shall be duly recorded, recorded (at Co-Borrowers’ joint and several expense, ) in each office where such recording is required to constitute a fully perfected first valid Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent In respect to any Mortgage or Majority Lendersany New Mortgage, the applicable Borrower Co-Borrowers shall deliver to Agent, at Co-Borrowers’ joint and several expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agent, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, Agent for the benefit of itself and the Lenders, each Lender on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to Permitted Liens and those other exceptions reasonably acceptable to Agent and its counsel. The applicable Borrower Co-Borrowers shall also deliver to Agent such other usual and customary documents, including, without limitation, as-built survey prints ALTA Surveys of the real Property, environmental surveys and, if requested by Agent, local counsel opinions described in the Mortgages or any New Mortgage, as Agent and its counsel may reasonably request relating to the real Property subject to the Mortgages or the New Mortgages. The foregoing notwithstanding, other than with respect Agent and Lenders acknowledge and agree that USPoly shall not be required to grant Agent a Mortgage on USPoly’s facility at Shawnee, Oklahoma unless requested to do so by Agent after the Ashland Parcel occurrence and during the real Property continuance of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsinan Event of Default.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by the Mortgages upon all real Property of each Borrower now described therein. If Borrower shall acquire at any time or times hereafter owned. Each Mortgage (andany interest in other real Property, or in the case of Mortgages dated on or about the Original Closing DateIDSC Houston Real Property, Mortgage amendments reflecting by the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting sixtieth day after the subordination date of this Agreement Borrower has not either sold the IDSC Houston Real Property (whether as an outright sale of the Liens IDSC Houston Real Property or pursuant to a sale of Thermaire otherwise consented to by Agent) and paid the net proceeds from such sale to Agent for application on the Obligations (which net proceeds must be at least equal to the payoff amount of the Chase Term Note) or obtained Indebtedness secured by the IDSC Houston Real Property incurred to take the place of the Chase Term Note and paid the net proceeds from such Indebtedness to Agent for application on the Obligations (which net proceeds must be at least equal to the payoff amount of the Chase Term Note), Borrower agrees promptly to execute and deliver to Agent, as additional security and Collateral for the Obligations, deeds of trust, security deeds, mortgages or other collateral assignments reasonably satisfactory in favor of form and substance to Agent on and its counsel (herein collectively referred to as "New Mortgages") covering such real Property to or the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of Agent. Each Mortgage and Mortgage amendmentIDSC Houston Real Property, as applicable, the case may be. The Mortgages and each New Mortgage shall be duly recorded, at Borrowers’ joint and several expense, recorded in each office where such recording is required to constitute a fully perfected first valid Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent or Majority Lenders, the applicable Borrower shall deliver to Agent, at Borrowers’ joint and several Borrower's expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agents insuring Agent, which policies and endorsementsfor the benefit of Lenders, as applicable, mortgagee; such policies shall be in form and substance reasonably satisfactory to Agent and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, for the benefit of itself and the Lenders, on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to Permitted Liens and those exceptions reasonably acceptable to Agent and its counsel. The applicable Borrower shall deliver to Agent such other documents, including, without limitation, as-built survey prints of the real Property, as Agent and its counsel may reasonably request relating to the real Property subject to the Mortgages. Notwithstanding the foregoing, other than with respect if the requirements in this Section 5.4 as to New Mortgage, mortgagee title insurance policy, etc., become applicable to the Ashland Parcel and IDSC Houston Real Property, Borrower shall be required to satisfy such requirements by the real Property sixtieth day after the date of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsinthis Agreement.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by Mortgages the Mortgage upon all real Property of each Perma-Pipe described therein. If any Borrower now shall acquire at any time or times hereafter owned. Each Mortgage any fee simple interest in other real Property (andother than leasehold interests in sales offices or warehouses), such Borrower agrees promptly to execute and deliver to Agent, for its benefit and the ratable benefit of Lenders, as additional security and Collateral for the Obligations, deeds of trust, security deeds, mortgages or other collateral assignments reasonably satisfactory in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended form and restated loan facility provided for hereunder substance to Agent and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on its counsel (herein collectively referred to as “New Mortgages”) covering such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of AgentProperty. Each The Mortgages and each New Mortgage and Mortgage amendment, as applicable, shall be duly recorded, recorded (at Borrowers’ joint and several expense, ) in each office where such recording is required to constitute a fully perfected first valid Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent In respect to any Mortgage or Majority Lendersany New Mortgage, the applicable Borrower shall deliver to Agent, at Borrowers’ joint and several expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agent, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, Agent for the benefit of itself and the Lenders, each Lender on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to Permitted Liens and those other exceptions reasonably acceptable to Agent and its counsel. The applicable Borrower Borrowers shall also deliver to Agent such other usual and customary documents, including, without limitation, as-built survey prints ALTA Surveys of the real PropertyProperty described in the Mortgage or any New Mortgage, as Agent and its counsel may reasonably request relating to the real Property subject to the Mortgage or the New Mortgages, other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by Mortgages the Mortgage upon all real Property of each Perma‑Pipe described therein. If any Borrower now shall acquire at any time or times hereafter owned. Each Mortgage any fee simple interest in other real Property (andother than leasehold interests in sales offices or warehouses), such Borrower agrees promptly to execute and deliver to Agent, for its benefit and the ratable benefit of Lenders, as additional security and Collateral for the Obligations, deeds of trust, security deeds, mortgages or other collateral assignments reasonably satisfactory in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended form and restated loan facility provided for hereunder substance to Agent and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on its counsel (herein collectively referred to as “New Mortgages”) covering such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of AgentProperty. Each The Mortgages and each New Mortgage and Mortgage amendment, as applicable, shall be duly recorded, recorded (at Borrowers’ joint and several ' expense, ) in each office where such recording is required to constitute a fully perfected first valid Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent In respect to any Mortgage or Majority Lendersany New Mortgage, the applicable Borrower shall deliver to Agent, at Borrowers’ joint and several ' expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agent, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, Agent for the benefit of itself and the Lenders, each Lender on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to Permitted Liens and those other exceptions reasonably acceptable to Agent and its counsel. The applicable Borrower Borrowers shall also deliver to Agent such other usual and customary documents, including, without limitation, as-built survey prints ALTA Surveys of the real PropertyProperty described in the Mortgage or any New Mortgage, as Agent and its counsel may reasonably request relating to the real Property subject to the Mortgage or the New Mortgages, other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by the Mortgages upon all owned real Property of each Borrowers described therein. If any Borrower now shall acquire at any time or times hereafter owned. Each Mortgage any fee simple interest or leasehold in other real Property (andother than leasehold interests in sales offices or warehouses), such Borrower agrees promptly to execute and deliver to Administrative Agent, for its benefit and the ratable benefit of Lenders, as additional security and Collateral for the Obligations, deeds of trust, security deeds, mortgages or other collateral assignments reasonably satisfactory in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended form and restated loan facility provided for hereunder substance to Administrative Agent and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on its counsel (herein collectively referred to as “New Mortgages”) covering such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of AgentProperty. Each The Mortgages and each New Mortgage and Mortgage amendment, as applicable, shall be duly recorded, recorded (at Borrowers’ joint and several expense, ) in each office where such recording is required to constitute a fully perfected first valid Lien (subject to Permitted Liens) on the owned real Property covered thereby. If so requested by Agent In respect to any Mortgage or Majority Lendersany New Mortgage, the applicable Borrower Borrowers shall deliver to Administrative Agent, at Borrowers’ joint and several expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Administrative Agent, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Administrative Agent and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, Administrative Agent for the benefit of itself and the Lenders, each Lender on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to Permitted Liens and those other exceptions reasonably acceptable to Administrative Agent and its counsel. The applicable Borrower Borrowers shall also deliver to Administrative Agent Phase I Environmental Site Assessments by a consultant satisfactory to Administrative Agent reasonably necessary to determine compliance with or liabilities under Environmental Laws of the Property subject to such New Mortgage and such other usual and customary documents, including, without limitation, as-built survey prints ALTA Surveys of the real PropertyProperty described in the Mortgages or any New Mortgage, as Administrative Agent and its counsel may reasonably request relating to the real Property subject to the Mortgages or the New Mortgages, other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by Mortgages (whether executed prior to, on or after the Restatement Date) upon all real (or immovable) Property of each Borrower Borrowers (except Indenture Excluded Assets) now or hereafter ownedowned in fee and having a value in excess of $250,000. Each Mortgage (and, in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of Agentthe applicable Collateral Agent (or the fondé de pouvoir, as the case may be). Each Mortgage and Mortgage amendment, as applicable, executed on or after the Restatement Date shall be duly recorded, at Borrowers’ joint and several the applicable Borrower’s expense, in each office where such recording is required to constitute a fully perfected first Lien (subject to Permitted Liens) on the real (or immovable) Property covered thereby. If so requested by Agent or Majority LendersWith respect to each Mortgage, the applicable each Borrower (except U.K. Borrowers) shall deliver to Agentthe applicable Collateral Agent (or the fondé de pouvoir, as the case may be), at Borrowers’ joint and several such Borrower’s expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agent, the applicable Collateral Agent which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent the applicable Collateral Agent, and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agentthe applicable Collateral Agent (or the fondé de pouvoir, as the case may be) for the benefit of itself and the Lendersapplicable Secured Parties, on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)Mortgage, subject only to those customary and other exceptions reasonably acceptable to the applicable Collateral Agent and its counsel. The applicable Borrower Borrowers shall deliver to Agent Collateral Agents such other documents, including, without limitation, as-built survey prints or certificates of location of the real Property(or immovable) Property in Borrowers’ possession, as Agent Collateral Agents and its their counsel may reasonably request relating to the real (or immovable) Property subject to the Mortgages, other than with respect to Mortgages executed on or after the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, WisconsinRestatement Date.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by Mortgages upon the Mortgaged Properties listed on Exhibit 5.4 hereof and all other real Property of each Borrower now or Loan Party hereafter ownedacquired having a fair market value in excess of $500,000. Each Mortgage (and, in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower or Loan Party in favor of Administrative Agent. Each Mortgage and Mortgage amendment, as applicable, shall be duly recorded, at Borrowers’ joint and several ' expense, in each office where such recording is required to constitute a fully perfected first Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent or Majority Lenders, the applicable Borrower Borrowers shall deliver to Administrative Agent, at Borrowers’ joint and several ' expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a Lawyers Title Insurance Corporation or another title insurance company that is selected by Borrowers and reasonably satisfactory to Administrative Agent, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Administrative Agent and shall insure a valid first Lien (subject to Permitted Liens) in favor of Administrative Agent, for the benefit of itself and the Lenders, on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)Mortgage, subject only to Permitted Liens and those other exceptions reasonably acceptable to Administrative Agent and its counsel. The title insurance amounts for each Mortgaged Property listed on Exhibit 5.4 shall be limited to the title insurance amounts set forth on Exhibit 5.4 and the title insurance amounts for other Mortgaged Property shall be limited to 120% of the fair value of such Mortgaged Property. The mortgage amounts for certain of the Mortgaged Properties listed on Exhibit 5.4 shall be limited to the mortgage amounts set forth on Exhibit 5.4 and the mortgage amounts for any other Mortgaged Property located in a jurisdiction having a mortgage recording tax or similar tax shall be limited to 120% of the fair value of such Mortgaged Property. The form of title insurance policy for each Mortgaged Property shall be the ALTA 1992 form, if available without extra cost in the jurisdiction in which the applicable Borrower Mortgaged Property is located, otherwise it shall be the form available without extra cost in jurisdiction where the applicable Mortgaged Property is located. The endorsements for the Mortgaged Properties set forth on Exhibit 5.4 shall be limited to the endorsements set forth on said Exhibit and the endorsements for any other Mortgaged Property shall be limited to the endorsements set forth on Exhibit 5.4 for Chino, CA, if available, in addition to a contiguity endorsement and a mortgage tax endorsement, if applicable in the jurisdiction where the applicable Mortgaged Property is located. Borrowers shall deliver to Administrative Agent such other documents, including, without limitation, as-built survey prints boundary surveys of the real Property, as Administrative Agent and its counsel may reasonably request relating to the real Property subject to the Mortgages, other than with respect to the Ashland Parcel but excluding coinsurance, reinsurance, as-built surveys, abstracts, appraisals, zoning, compliance and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsincondition reports and legal opinions.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by Mortgages the Mortgage upon all real Property of each Perma-Pipe described therein. If any Borrower now shall acquire at any time or times hereafter owned. Each Mortgage any fee simple interest in other real Property (andother than leasehold interests in sales offices or warehouses), such Borrower agrees promptly to execute and deliver to Agent, for its benefit and the ratable benefit of Lenders, as additional security and Collateral for the Obligations, deeds of trust, security deeds, mortgages or other collateral assignments reasonably satisfactory in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended form and restated loan facility provided for hereunder substance to Agent and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on its counsel (herein collectively referred to as “New Mortgages”) covering such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of AgentProperty. Each The Mortgages and each New Mortgage and Mortgage amendment, as applicable, shall be duly recorded, recorded (at Borrowers’ joint and several expense, ) in each office where such recording is required to constitute a fully perfected first valid Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent In respect to any Mortgage or Majority Lendersany New Mortgage, the applicable Borrower shall deliver to Agent, at Borrowers’ joint and several expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agent, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, Agent for the benefit of itself and the Lenders, each Lender on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to Permitted Liens and those other exceptions reasonably acceptable to Agent and its counsel. The applicable Borrower Borrowers shall also deliver to Agent such other usual and customary documents, including, without limitation, as-built survey prints ALTA Surveys of the real PropertyProperty described in the Mortgage or any New Mortgage, as Agent and its counsel may reasonably request relating to the real Property subject to the Mortgage or the New Mortgages, other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin.. 19

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by Mortgages upon all real Real Property of each Borrower the Company Parties now or hereafter owned. Each Mortgage No later than thirty (and30) days after the Closing, in (i) the case of Company Parties shall execute, deliver and cause to be recorded, Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting the subordination each of the Liens in favor of Agent on such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed Real Properties owned by the applicable Borrower in favor of AgentCompany Parties, and (ii) the Company Parties shall cause the title company to issue to Purchaser, mortgagee title insurance policies with respect to such Mortgages satisfying the requirements set forth below. Each Mortgage and Mortgage amendment, as applicable, shall be duly recorded, at Borrowers’ joint and several expense, in each office where such recording is required to constitute a fully perfected first Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent or Majority Lenders, the applicable Borrower The Company Parties shall deliver to AgentPurchaser, at Borrowers’ joint and several the Company Parties' expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance 50 company that is selected by Borrowers and reasonably satisfactory to Agentthe Purchaser, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent the Purchaser and shall insure a valid first second Lien (subject to Permitted Liens) in favor of Agent, for the benefit of itself and the LendersPurchaser, on the Real Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)Mortgage, subject only to those exceptions reasonably acceptable to Agent the Purchaser and its counsel. The applicable Borrower Company Parties shall exercise their respective reasonable best efforts to obtain lien waivers and entry agreements, all in form and substance reasonably satisfactory to the Purchaser, from the landlords and licensors of all Real Property leased or licensed to any of the Company Parties (the "LIEN WAIVERS"). The Company Parties shall exercise their respective reasonable best efforts to deliver to Purchaser, Lien Waivers, satisfying the requirements set forth above, from the landlords and licensors of each of the Real Properties set forth on SCHEDULE 3.16. The Company Parties shall deliver to Agent the Purchaser such other documents, including, without limitation, as-built survey prints of the real Real Property, as Agent the Purchaser and its counsel may reasonably request relating to the real Real Property subject to the Mortgages, other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by the Mortgages upon all real Property of each Borrower now or hereafter ownedidentified therein. Each Mortgage (and, in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the Issuer or the applicable Borrower Guarantor, as mortgagor in favor of AgentTrustee. Each Mortgage and Mortgage amendment, as applicable, shall be duly recorded, at Borrowers’ joint and several Issuer's expense, in each office where such recording is required to constitute a fully perfected first second Lien (subject only to Permitted Liensthe Lien in favor of the Senior Agent) on the real Property covered thereby. If so requested by Agent or Majority Lenders, the applicable Borrower The Issuer shall deliver to AgentTrustee, at Borrowers’ joint and several Issuer's expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to AgentTrustee, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent Trustee and shall insure a valid first second Lien (subject to Permitted Liens) in favor of Trustee (subject only to the Lien in favor of the Senior Agent), for the benefit of itself and Holders of the LendersNotes, on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)Mortgage, subject only to those exceptions reasonably acceptable to Agent Trustee and its counsel. The applicable Borrower Issuer shall deliver to Agent Trustee such other documents, including, without limitation, as-built survey prints of the real Property, as Agent Trustee and its counsel may reasonably request relating to the real Property subject to the Mortgages, other than with respect to the Ashland Parcel and . Trustee agrees that final survey prints of the real Property existing as of Neenah located at 500 Xxxxxxxxxx Xxxxxx December 14, 2001, and final title insurance policies reflecting the delivery of such surveys, all in Neenahform or substance reasonably satisfactorily to Trustee, Wisconsinmay be delivered to Trustee within 30 days after the date hereof. Notwithstanding the foregoing provisions of this Section 1.4, the Issuer may grant a Lien in real Property acquired by the Issuer after the xxxx xxxxxx to a mortgagee other than Trustee, so long as (a) the fair market value of such real Property does not exceed (1) $500,000 individually or (2) $1,000,000 in the aggregate, together with all other real Property owned the Issuer that is not subject to the Lien of a Mortgage and (b) such Lien granted to a mortgagee other than Trustee secures Indebtedness that is incurred pursuant to and in accordance with subsection 8.2.3(xiv) of the Senior Loan Agreement.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by the Mortgages upon all owned real Property of each Borrower now Credit Parties described therein. If any Credit Party shall acquire at any time or times hereafter owned. Each Mortgage any fee simple interest or leasehold interest in other real Property (andother than leasehold interests in sales offices or warehouses), such Credit Party agrees promptly to execute and deliver to Administrative Agent, for its benefit and the ratable benefit of Lenders, as additional security and Collateral for the Obligations, deeds of trust, security deeds, mortgages or other collateral assignments reasonably satisfactory in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended form and restated loan facility provided for hereunder substance to Administrative Agent and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on its counsel (herein collectively referred to as “New Mortgages”) covering such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of AgentProperty. Each The Mortgages and each New Mortgage and Mortgage amendment, as applicable, shall be duly recorded, recorded (at Borrowers’ joint and several Borrower’s expense, ) in each office where such recording is required to constitute a fully perfected first valid Lien (subject to Permitted Liens) on the owned real Property covered thereby. If so requested by Agent With respect to any Mortgage or Majority Lendersany New Mortgage, the applicable Borrower relevant Credit Parties shall deliver to Administrative Agent, at Borrowers’ joint and several such Credit Party’s expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Administrative Agent, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Administrative Agent and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, Administrative Agent for the benefit of itself and the Lenders, each Lender on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to Permitted Liens and those other exceptions reasonably acceptable to Administrative Agent and its counsel. The applicable Borrower relevant Credit Party shall also deliver to Administrative Agent Phase I Environmental Site Assessments by a consultant satisfactory to Administrative Agent reasonably necessary to determine compliance with or liabilities under Environmental Laws of the Property subject to such New Mortgage and such other usual and customary documents, including, without limitation, as-built survey prints ALTA Surveys of the real PropertyProperty described in the Mortgages or any New Mortgage, as Administrative Agent and its counsel may reasonably request relating to the real Property subject to the Mortgages or the New Mortgages, other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin.

Lien on Realty. The To secure the due and punctual payment and performance of all of the Obligations Obligations, Borrower hereby grants to Agent, for the benefit of itself and Lenders, a first priority Lien on all of Borrower's real Property, subject to certain Permitted Liens acceptable to Agent and Lenders. In furtherance of the foregoing, Borrower shall also be secured by execute and deliver to Agent, for the Lien created by benefit of itself and Lenders, Mortgages upon on all of its real Property of each Borrower now existing on or hereafter ownedafter the Filing Date. Each Mortgage (and, in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of Agent. Each Mortgage and Mortgage amendment, as applicable, shall be duly recorded, at Borrowers’ joint and several Borrower's expense, in each office where such recording is required to constitute a fully perfected first Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent or Majority Lenders, the applicable Borrower shall deliver to Agent, at Borrowers’ joint and several Borrower's expense, on or prior to the Effective Date, commitments for mortgagee title insurance policies (orfor the Hot Mill Real Property, in Tandem Mill Real Property, Tin Mill Real Property and the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing DateAdditional Real Property, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to AgentAgent and Majority Term Lenders, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent and Majority Term Lenders, and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, for the benefit of itself and the Lenders, on the Property covered by each Mortgage (other than with respect to the Ashland Parcel Hot Mill Real Property, Tin Mill Real Property, Tandem Mill Real property and the real Additional Real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)Parcels, subject only to those exceptions reasonably acceptable to Agent and its counselcounsel and Majority Term Lenders (collectively, the "Title Commitments"). The applicable Within 90 days after the Effective Date, Borrower shall deliver to Agent (a) property drawings showing or depicting the metes and bounds and/or boundaries of the Hot Mill Real Property, Tin Mill Real Property, Tandem Mill Real Property, and the Additional Real Property, in form reasonably satisfactory to Agent and Majority Term Lenders. From time to time after the Effective Date, Borrower shall deliver such other documents, including, without limitation, as-built survey prints of the real Property, documents as Agent and its counsel or Majority Term Lenders may reasonably request relating to the real Property subject to the Mortgages, other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsineach Mortgage.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by the Mortgages upon all real Property of Borrowers described therein. If any Borrower shall acquire at any time or times hereafter any fee simple interest in other real Property (other than leasehold interests in sales offices or warehouses), such Borrower agrees promptly to execute and deliver to Agent, for its benefit and the ratable benefit of Lenders, as additional security and Collateral for the Obligations, deeds of trust, security deeds, mortgages or other collateral assignments reasonably satisfactory in form and substance to Agent and its counsel, but in each Borrower now case in substantially the same form as the Mortgages, with such changes necessitated by local or hereafter owned. Each Mortgage state law (and, in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on herein collectively referred to as "New Mortgages") covering such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of AgentProperty. Each The Mortgages and each New Mortgage and Mortgage amendment, as applicable, shall be duly recorded, recorded (at Borrowers’ joint and several ' expense, ) in each office where such recording is required to constitute a fully perfected first valid Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent In respect to any Mortgage or Majority Lendersany New Mortgage, the applicable Borrower Borrowers shall deliver to Agent, at Borrowers’ joint and several ' expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agent, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, Agent for the benefit of itself and the Lenders, each Lender on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to Permitted Liens and those other exceptions reasonably acceptable to Agent and its counsel. The applicable Borrower Borrowers shall also deliver to Agent such other usual and customary documents, including, without limitationif requested by Agent with respect to real Property with a fair market value of $100,000 or more, as-built survey prints ALTA Surveys of the real PropertyProperty described in the Mortgages or any New Mortgage, as Agent and its counsel may reasonably request relating to the real Property subject to the Mortgages or the New Mortgages. Agent hereby agrees that Chicago Title Insurance Company shall be an acceptable title insurance company for purposes of this Section 5.5. The foregoing notwithstanding, other than Borrowers shall not be required to deliver a Mortgage, an ALTA Survey or a mortgagee title insurance policy to Agent with respect to the Ashland Parcel and the Borrowers' real Property located on One TruValue Way, East Butler, Pennsylvania or with respect Borrowers' xxxx Xxxxxxxx xxxxxxxxxx xx xxxxxx xxxx xx Longview, Texas, unless, after the occurrence and during the continuance of Neenah located at 500 Xxxxxxxxxx Xxxxxx Event of Default, requested to do so by Agent in Neenahwhich case, WisconsinBorrowers shall deliver Mortgages, ALTA Surveys and mortgagee title insurance policies for such real Property in compliance with this Section 5.5 within 30 days of the date of Agent's request.

Lien on Realty. The due Each Borrower represents and punctual payment warrants to the Bank that such Borrower is not the direct or indirect legal or beneficial owner of any real property, except the real property set forth on Exhibit "E" hereto. If any Borrower shall acquire at any time or times hereafter an interest in any fee interest on real property other than as set forth on Exhibit "E" hereto, such Borrower agrees promptly to execute and performance deliver to the Bank as additional security and Collateral for the Liabilities, deeds of trust, security deeds, mortgages or other collateral assignments satisfactory in form and substance to the Obligations shall also be secured by the Lien created by Mortgages upon all Bank, and its counsel (herein collectively referred to as "New Mortgages") covering such real Property of each Borrower now or hereafter ownedproperty. Each New Mortgage (and, in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of Agent. Each Mortgage and Mortgage amendment, as applicable, shall be duly recorded, at Borrowers’ joint and several expense, recorded in each office where such recording is required to constitute a fully perfected first Lien (subject to Permitted Liens) valid lien on the real Property property covered thereby. If so requested by Agent or Majority Lenders, the applicable Borrower Borrowers shall deliver to Agent, the Bank at Borrowers’ joint and several ' expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agent, which the Bank insuring the Bank as mortgagee; such policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent the Bank and shall insure a valid first Lien (subject to Permitted Liens) lien in favor of Agent, for the benefit of itself Bank and the Lenders, on the Property property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to those exceptions reasonably acceptable to Agent the Bank and its counsel. The applicable Borrower Said policies shall be in form and substance satisfactory to the Bank. Borrowers shall deliver to Agent the Bank such other documents, including, without limitation, as-built survey prints of documents as the real Property, as Agent Bank and its counsel may reasonably request relating to any such New Mortgages. From time to time hereafter, upon the real Property subject Bank's request, Borrowers shall deliver to the MortgagesBank a current appraisal for any real property encumbered by a mortgage or deed of trust which secures the Liabilities. Borrowers shall be required to pay for the cost of preparing appraisals which (a) are prepared after the occurrence of an Event of Default, other than with respect and (b) are prepared prior to the Ashland Parcel and occurrence of an Event of Default, but not to exceed one (1) appraisal per Borrowers' fiscal year commencing with the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenahfiscal year beginning October 1, Wisconsin2000.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by the Mortgages upon all real Property of each Co-Borrower now described therein. If any Co-Borrower shall acquire at any time or times hereafter owned. Each Mortgage any fee simple interest in other real Property (andother than leasehold interests in sales offices or warehouses), such Co-Borrower agrees promptly to execute and deliver to Agent, for its benefit and the ratable benefit of Lenders, as additional security and Collateral for the Obligations, deeds of trust, security deeds, mortgages or other collateral assignments reasonably satisfactory in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended form and restated loan facility provided for hereunder substance to Agent and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on its counsel (herein collectively referred to as “New Mortgages”) covering such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of AgentProperty. Each The Mortgages and each New Mortgage and Mortgage amendment, as applicable, shall be duly recorded, recorded (at Co-Borrowers’ joint and several expense, ) in each office where such recording is required to constitute a fully perfected first valid Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent In respect to any Mortgage or Majority Lendersany New Mortgage, the applicable Borrower Co-Borrowers shall deliver to Agent, at Co-Borrowers’ joint and several expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agent, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, Agent for the benefit of itself and the Lenders, each Lender on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to Permitted Liens and those other exceptions reasonably acceptable to Agent and its counsel. The applicable Borrower Co-Borrowers shall also deliver to Agent such other usual and customary documents, including, without limitation, as-built survey prints ALTA Surveys of the real Property, environmental surveys and, if requested by Agent, local counsel opinions described in the Mortgages or any New Mortgage, as Agent and its counsel may reasonably request relating to the real Property subject to the Mortgages or the New Mortgages, other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by the Mortgages upon all real Property of each any Borrower now described therein. If any Borrower shall acquire at any time or times hereafter owned. Each Mortgage any fee simple interest in other real Property (andother than leasehold interests in sales offices or warehouses), such Borrower agrees promptly to execute and deliver to Agent, for its benefit and the ratable benefit of Lenders, as additional security and Collateral for the Obligations, deeds of trust, security deeds, mortgages or other collateral assignments reasonably satisfactory in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended form and restated loan facility provided for hereunder substance to Agent and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on its counsel (herein collectively referred to as "New Mortgages") covering such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of AgentProperty. Each The Mortgages and each New Mortgage and Mortgage amendment, as applicable, shall be duly recorded, recorded (at Borrowers’ joint and several ' expense, ) in each office where such recording is required to constitute a fully perfected first valid Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent In respect to any Mortgage or Majority Lendersany New Mortgage, the applicable Borrower shall deliver to Agent, at Borrowers’ joint and several ' expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agent, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, Agent for the benefit of itself and the Lenders, each Lender on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to Permitted Liens and those other exceptions reasonably acceptable to Agent and its counsel. The applicable Borrower shall also deliver to Agent such other usual and customary documents, including, without limitation, as-built survey prints ALTA Surveys of the real PropertyProperty described in the Mortgages or any New Mortgage, as Agent and its counsel may reasonably request relating to the real Property subject to the Mortgages or the New Mortgages, other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by Mortgages upon all the Mortgages. If Borrower shall acquire at any time or times hereafter any interest in other real Property (other than leasehold interests in sales offices), Borrower agrees promptly to execute and deliver to Lender, as additional security and Collateral for the Obligations, deeds of each Borrower now trust, security deeds, mortgages or hereafter owned. Each Mortgage other collateral assignments satisfactory in form and substance to Lender and its counsel (and, in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on herein collectively referred to as "New Mortgages") covering such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of AgentProperty. Each The Mortgages and each New Mortgage and Mortgage amendment, as applicable, shall be duly recorded, recorded (at Borrowers’ joint and several Borrower's expense, ) in each office where such recording is required to constitute a fully perfected first valid Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent or Majority LendersIn respect to each Mortgage and each New Mortgage, the applicable Borrower shall deliver to AgentLender, at Borrowers’ joint and several Borrower's expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agent, which policies and endorsementsLender insuring Lender, as applicable, mortgagee; such policies shall be in form and substance reasonably satisfactory to Agent Lender and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, for the benefit of itself and the Lenders, Lender on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to those exceptions reasonably acceptable to Agent Lender and its counsel. The applicable Said policies shall be in form and substance satisfactory to Lender. Borrower shall also deliver to Agent Lender such other documents, including, without limitation, as-built survey prints ALTA Surveys of the real Property, as Agent Lender and its counsel may reasonably request relating to the real Property subject to the Mortgagesany such New Mortgage. The foregoing notwithstanding, other than with Borrower shall not be required to provide a New Mortgage or an ALTA Survey in respect to the Ashland Parcel and the real Property in Utah acquired in the last six months of Neenah located at 500 Xxxxxxxxxx Xxxxxx 1997 until the later of May 15, 1998 or the date on which Borrower has requested Lender to make the Working Capital Loan and further shall not be required to provide any such New Mortgage or ALTA Survey if, prior to the later of the dates described above, Borrower has consummated a sale and leaseback or similar transaction in Neenahrespect to such Property, Wisconsinas described in Section 8.2.8.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by Mortgages the Mortgage upon all real Real Property of each Borrowers described therein. If any Borrower now shall acquire at any time or times hereafter ownedany interest in other Real Property, then such Borrower shall promptly notify Lender of such acquisition and upon Lender's request, which request may be made by Lender in its sole discretion, such Borrower shall promptly execute and deliver to Lender, as additional security and Collateral for the Obligations, deeds of trust, security deeds, mortgages or other collateral assignments satisfactory in form and substance to Lender and its counsel (herein collectively referred to as "New Mortgages") covering such Real Property. Each Mortgage (and, in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of Agent. Each The Mortgage and each New Mortgage amendment, as applicable, shall be duly recorded, at Borrowers’ joint and several expense, recorded in each office where such recording is required to constitute a fully perfected first valid Lien (subject to Permitted Liens) on the real Real Property covered thereby. If so requested by Agent or Majority Lenders, the applicable Borrower Borrowers shall deliver to AgentLender, at Borrowers’ joint and several ' expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agent, which Lender insuring Lender as mortgagee; such policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent Lender and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, for the benefit of itself and the Lenders, Lender on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to those exceptions reasonably acceptable to Agent Lender and its counsel. The applicable Borrower Borrowers shall deliver to Agent Lender such other documents, including, without limitation, as-built survey prints of the real Real Property, as Agent Lender and its counsel may reasonably request relating to the real Real Property subject to the Mortgages and any such New Mortgages, other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by Mortgages upon all real Property of each Borrower now or hereafter ownedidentified therein. Each Mortgage (and, in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower Guarantor in favor of AgentTrustee. Each Mortgage and Mortgage amendment, as applicable, shall be duly recorded, at Borrowers’ joint and several Guarantor's expense, in each office where such recording is required to constitute a fully perfected first second Lien (subject only to Permitted Liensthe Lien in favor of the Senior Agent) on the real Property covered thereby. If so requested by Agent or Majority Lenders, the applicable Borrower The Guarantor shall deliver to AgentTrustee, at Borrowers’ joint and several Guarantor's expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to AgentTrustee, which policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent Trustee and shall insure a valid first second Lien (subject to Permitted Liens) in favor of Trustee (subject only to the Lien in favor of the Senior Agent), for the benefit of itself and Holders of the LendersNotes, on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)Mortgage, subject only to those exceptions reasonably acceptable to Agent Trustee and its counsel. The applicable Borrower Guarantor shall deliver to Agent Trustee such other documents, including, without limitation, as-built survey prints of the real Property, as Agent Trustee and its counsel may reasonably request relating to the real Property subject to the Mortgages, other than with respect to the Ashland Parcel and . Trustee agrees that final survey prints of the real Property existing as of Neenah located at 500 Xxxxxxxxxx Xxxxxx December 14, 2001, and final title insurance policies reflecting the delivery of such surveys, all in Neenahform or substance reasonably satisfactorily to Trustee, Wisconsinmay be delivered to Trustee within 30 days after the date hereof. Notwithstanding the foregoing provisions of this Section 2.4, the Guarantor may grant a Lien in real Property acquired by the Guarantor after txx xxxx xxxxof to a mortgagee other than Trustee, so long as (a) the fair market value of such real Property does not exceed (1) $500,000 individually or (2) $1,000,000 in the aggregate, together with all other real Property owned the Guarantor that is not subject to the Lien of a Mortgage and (b) such Lien granted to a mortgagee other than Trustee secures Indebtedness that is incurred pursuant to and in accordance with subsection 8.2.3(xiv) of the Senior Loan Agreement.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by Mortgages upon all the Mortgages. If Borrower shall acquire at any time or times hereafter any interest in other real Property (other than leasehold interests in sales offices), Borrower agrees promptly to execute and deliver to Agent, for its benefit and the ratable benefit of each Borrower now Lenders, as additional security and Collateral for the Obligations, deeds of trust, security deeds, mortgages or hereafter owned. Each Mortgage other collateral assignments satisfactory in form and substance to Agent and its counsel (and, in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on herein collectively referred to as "New Mortgages") covering such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of AgentProperty. Each The Mortgages and each New Mortgage and Mortgage amendment, as applicable, shall be duly recorded, recorded (at Borrowers’ joint and several Borrower's expense, ) in each office where such recording is required to constitute a fully perfected first valid Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent or Majority LendersIn respect to each Mortgage and each New Mortgage, the applicable Borrower shall deliver to Agent, at Borrowers’ joint and several Borrower's expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agent insuring Agent, which as mortgagee; such policies and endorsements, as applicable, shall be in form and substance reasonably satisfactory to Agent and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, Agent for its benefit and the ratable benefit of itself and the Lenders, on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to those exceptions reasonably acceptable to Agent and its counsel. The applicable Said policies shall be in form and substance reasonably satisfactory to Agent. Borrower shall also deliver to Agent such other documents, including, without limitation, as-built survey prints ALTA Surveys of the real Property, as Agent and its counsel may reasonably request relating to the real Property subject to the Mortgages, other than with any such New Mortgage. In respect to the Ashland Parcel and the Borrower's real Property located in Sterling, Illinois, Agent and Lenders acknowledge that the mortgagee title, insurance policies and ALTA Survey will be delivered by Borrower to Agent on or before November 15, 1999, in accordance with that certain post-closing letter dated as of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsinthe date hereof by and between Borrower and Agent.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by the Mortgages upon all real Property of each Borrower now described therein. If Borrower shall acquire at any time or times hereafter owned. Each Mortgage any interest in other real Property, Borrower agrees promptly to execute and deliver to Collateral Agent, as additional security and Collateral for the Obligations, deeds of trust, security deeds, mortgages or other collateral assignments reasonably satisfactory in form and substance to Collateral Agent and its counsel (and, in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on herein collectively referred to as "New Mortgages") covering such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of AgentProperty. Each The Mortgages and each New Mortgage and Mortgage amendment, as applicable, shall be duly recorded, at Borrowers’ joint and several expense, recorded in each office where such recording is required to constitute a fully perfected first valid Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent or Majority Lenders, the applicable Borrower shall deliver to Collateral Agent, at Borrowers’ joint and several Borrower's expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Lenders insuring Collateral Agent, which policies and endorsementsfor the benefit of Lenders, as applicable, mortgagee; such policies shall be in form and substance reasonably satisfactory to Collateral Agent and shall insure a valid first Lien (subject to Permitted Liens) in favor of Collateral Agent, for the benefit of itself and the Lenders, on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to Permitted Liens and those exceptions reasonably acceptable to Collateral Agent and its counsel. The applicable Borrower shall deliver to Collateral Agent such other documents, including, without limitation, as-built survey prints of the real Property, as Collateral Agent and its counsel may reasonably request relating to the real Property subject to the Mortgages, other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin.

Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by Mortgages upon all the Mortgages. If Borrower shall acquire at any time or times hereafter any interest in other real Property (other than leasehold interests in sales offices), Borrower agrees promptly to execute and deliver to Lender, as additional security and Collateral for the Obligations, deeds of each Borrower now trust, security deeds, mortgages or hereafter owned. Each Mortgage other collateral assignments satisfactory in form and substance to Lender and its counsel (and, in the case of Mortgages dated on or about the Original Closing Date, Mortgage amendments reflecting the amended and restated loan facility provided for hereunder and Mortgage subordinations reflecting the subordination of the Liens in favor of Agent on herein collectively referred to as "New Mortgages") covering such real Property to the Liens on such real Property in favor of the Secured Bond Trustee securing the Secured Bonds) shall be executed by the applicable Borrower in favor of AgentProperty. Each The Mortgages and each New Mortgage and Mortgage amendment, as applicable, shall be duly recorded, recorded (at Borrowers’ joint and several Borrower's expense, ) in each office where such recording is required to constitute a fully perfected first valid Lien (subject to Permitted Liens) on the real Property covered thereby. If so requested by Agent or Majority LendersIn respect to each Mortgage and each New Mortgage, the applicable Borrower shall deliver to AgentLender, at Borrowers’ joint and several Borrower's expense, mortgagee title insurance policies (or, in the case of title insurance policies issued in connection with Mortgages dated on or about the Original Closing Date, date-down endorsements) issued by a title insurance company that is selected by Borrowers and reasonably satisfactory to Agent, which policies and endorsementsLender insuring Lender, as applicable, mortgagee; such policies shall be in form and substance reasonably satisfactory to Agent Lender and shall insure a valid first Lien (subject to Permitted Liens) in favor of Agent, for the benefit of itself and the Lenders, Lender on the Property covered by each Mortgage (other than with respect to the Ashland Parcel and the real Property of Neenah located at 500 Xxxxxxxxxx Xxxxxx in Neenah, Wisconsin)thereby, subject only to those exceptions reasonably acceptable to Agent Lender and its counsel. The applicable Said policies shall be in form and substance satisfactory to Lender. Borrower shall also deliver to Agent Lender such other documents, including, without limitation, as-built survey prints ALTA Surveys of the real Property, as Agent Lender and its counsel may reasonably request relating to the real Property subject to the Mortgagesany such New Mortgage. The foregoing notwithstanding, other than with Borrower shall not be required to provide a New Mortgage or an ALTA Survey in respect to the Ashland Parcel and the real Property in Utah acquired in the last six months of Neenah located at 500 Xxxxxxxxxx Xxxxxx 1997 until the July 31, 1998 and further shall not be required to provide any such New Mortgage or ALTA Survey if, prior to July 31, 1998, Borrower has consummated a sale and leaseback or similar transaction in Neenahrespect to such Property, Wisconsinas described in Section 8.2.8.