Common use of Real Property and Leaseholds Clause in Contracts

Real Property and Leaseholds. There is listed in paragraph 1.7 of the Schedule (i) a description of the Real Estate, (ii) a description of each other parcel of real property owned by, leased to or used in the Business of Seller or with respect to which Seller has executed a purchase agreement to buy or as to which Seller has an option to acquire, and (iii) a description of each lease of real property under which the Seller is a lessor, lessee, sublessor or sublessee (the "Real Estate Leases"). Except as indicated in paragraph 1.7 of the Schedule: (a) Seller has good and marketable, indefeasible, fee simple title to, or a valid leasehold interest in, all real property reflected in the Balance Sheet or acquired after the Balance Sheet Date, including, without limitation, the Real Estate, except for properties sold since the Balance Sheet Date in the ordinary course of business consistent with past practices; (b) All Real Estate Leases are valid, binding and enforceable in accordance with their respective terms and there does not exist under any such Real Estate Lease any default or any event which with notice or lapse of time or both would constitute a default thereunder; (c) To the best knowledge of Principals, and except as otherwise disclosed in the structural engineering report delivered to Buyer pursuant to Section 8.1(o) hereof, the plants, buildings and structures located on the Real Estate and those reflected on the Latest Balance Sheet are in good operating condition and repair and have been maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are suitable for their present uses and, in the case of each plant, building and other structure (including without limitation, the roofs thereof), are structurally sound; (d) Seller currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from all such real properties, including, without limitation, the Real Estate, as is necessary for the conduct of the Business of Seller, except for such access or easements which are not valid and which would not, individually or in the aggregate, have a material adverse effect on the value or present use of such property; (e) None of the real property, including, without limitation, the Real Estate is subject to any liens, except (i) liens disclosed on the Balance Sheet, (ii) liens for taxes not yet due or being contested in good faith (and for which adequate reserves have been established on the Balance Sheet), or (iii) liens which do not detract from the value of such property as now used, or interfere with the present use of such property; and (f) There are no other matters affecting any of such properties, including, without limitation, the Real Estate pending or, to the best knowledge of Principals, threatened which might reasonably be expected to have a material adverse effect on the condition of the assets, properties or business of Seller, materially interfere with any present use of such property or materially adversely affect the marketability of such properties.

Real Property and Leaseholds. There is listed in paragraph 1.7 Borrower, at its own expense, will (except that with respect to deliveries relating to Borrower's leaseholds existing on September 1, 1996 which are with Persons which are not Affiliates which require the consent or cooperation of the Schedule landlords or fee mortgagees of such leaseholds, Borrower shall only be required to use its best efforts (but not requiring litigation) to), upon Lender's request therefor (i) a description as soon as practicable and in any event within thirty (30) days of such request, duly execute and deliver to Lender any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "Mortgages") as specified by and in form and substance satisfactory to Lender, securing payment and performance of the Real EstateLiabilities in an amount not to exceed the fair market value of the real property and constituting Liens in and to the real properties owned by Borrower and the leaseholds of Borrower as may be designated by Lender, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Lender a description of each such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Lender, (iii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Lender an ALTA survey of said real estate in form and substance acceptable to Lender and certified to Lender, showing no encroachments or other parcel exceptions to title which affect marketability of title other than those permitted in writing by Lender and stating that said real property owned byestate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained; (iv) as soon as practicable and in any event within thirty (30) days of such request, leased deliver to or used in the Business of Seller or Lender an environmental survey with respect to which Seller has executed said real estate in form and substance satisfactory to Lender and made by an engineer reasonably satisfactory no environmental risk not reasonably acceptable to Lender; (v) as soon as practicable and in any event within thirty (30) days of such request, if the interest is a purchase leasehold interest, deliver to Lender the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded), and an agreement from the landlord to buy or Lender as to which Seller has the matters required in subsection 7.12 and such other matters as Lender may reasonably request, in each case in form and substance satisfactory to Lender; (vi) as soon as practicable and in any event within thirty (30) days of such request, deliver to Lender an option ALTA loan policy in form and substance reasonably satisfactory to acquire, Lender and (iii) from a description title insurance company reasonably satisfactory to Lender insuring that the Lien of each lease of real property under which the Seller Mortgages delivered pursuant to this subsection 5.3 is a lessorvalid, lesseefirst priority Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to subsection 8.1 then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, sublessor or sublessee (the "Real Estate Leases"). Except if not, comparable endorsements available from such title insurance company): revolving credit, contiguity, 3.1 zoning, encroachments, comprehensive mortgage, usury, doing business, location, last dollar, tying and such other endorsements as indicated in paragraph 1.7 of the Schedule: (a) Seller has good Lender may require and marketable, indefeasible, fee simple title to, or if such a valid leasehold interest in, all real property reflected provision is in the Balance Sheet or acquired after loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Lender an opinion of counsel authorized to practice law in the Balance Sheet Datestate in which such real estate is located, as to such matters and in form and substance reasonably satisfactory to Lender; (viii) as soon as practicable and in any event within thirty (30) days of such request, take whatever action (including, without limitation, the Real Estaterecording of financing statements, except for properties sold since the Balance Sheet Date giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the ordinary course reasonable opinion of business consistent with past practices; Lender to vest in Lender (b) All Real Estate Leases are validor in any representative of Lender designated by it), binding valid and subsisting Liens and valid and perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this subsection 5.3, enforceable in accordance with their respective terms and there does not exist under (but subject to the lien of any encumbrance permitted pursuant to subsection 8.1 then of record against the property upon which any such Real Estate Lease Mortgage is sought). At any default time and from time to time, Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or any event which with notice recording the same in all places reasonably deemed necessary by Lender) and take all such other action as Lender may reasonably deem desirable in obtaining the full benefits of, or lapse of time or both would constitute a default thereunder; (c) To in preserving the best knowledge of PrincipalsLiens of, and except as otherwise disclosed in the structural engineering report Mortgages delivered to Buyer pursuant to Section 8.1(o) hereof, the plants, buildings and structures located on the Real Estate and those reflected on the Latest Balance Sheet are in good operating condition and repair and have been maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are suitable for their present uses and, in the case of each plant, building and other structure (including without limitation, the roofs thereof), are structurally sound; (d) Seller currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from all such real properties, including, without limitation, the Real Estate, as is necessary for the conduct of the Business of Seller, except for such access or easements which are not valid and which would not, individually or in the aggregate, have a material adverse effect on the value or present use of such property; (e) None of the real property, including, without limitation, the Real Estate is subject to any liens, except (i) liens disclosed on the Balance Sheet, (ii) liens for taxes not yet due or being contested in good faith (and for which adequate reserves have been established on the Balance Sheet), or (iii) liens which do not detract from the value of such property as now used, or interfere with the present use of such property; and (f) There are no other matters affecting any of such properties, including, without limitation, the Real Estate pending or, to the best knowledge of Principals, threatened which might reasonably be expected to have a material adverse effect on the condition of the assets, properties or business of Seller, materially interfere with any present use of such property or materially adversely affect the marketability of such propertiesthis subsection 5.3.

Real Property and Leaseholds. There is listed Each Borrower shall, at its own expense, with respect to any interest in paragraph 1.7 real estate (other than the Excluded Property) existing on the date of the Schedule Original Agreement or acquired after such date, upon Agent's request therefor (i) a description as soon as practicable and in any event within thirty (30) days of such request, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the Real Estate"Mortgages") as specified by and in form and substance satisfactory to Agent securing payment in and to the real properties owned by such Borrower and leaseholds of such Borrower as may be designated by Agent, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Agent a description of each such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, (iii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, showing no encroachments or other parcel exceptions to title which affect marketability of title other than those permitted in writing by Agent and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property owned byis located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty (30) days of such request, leased deliver to or used in the Business of Seller or Agent an environmental survey with respect to said real estate in form and substance satisfactory to Agent and made by an engineer reasonably satisfactory to Agent which Seller has executed reveals no environmental risk not acceptable to Agent; (v) as soon as practicable and in any event within thirty (30) days of such request, if the interest being acquired is a purchase leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as determined by Agent), deliver to Agent the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded), and an agreement from the landlord to buy or Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid, first priority Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving credit, contiguity (if applicable), 3.1 zoning, encroachments, comprehensive mortgage, usury, doing business, location, last dollar, access, tying and such other endorsements as Agent may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent and the Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to which Seller has an option such matters required by Agent and in form and substance satisfactory to acquire, Agent; and (iiiviii) a description as soon as practicable and in any event within thirty (30) days of each lease of real property under which the Seller is a lessorsuch request, lessee, sublessor or sublessee take whatever action (the "Real Estate Leases"). Except as indicated in paragraph 1.7 of the Schedule: (a) Seller has good and marketable, indefeasible, fee simple title to, or a valid leasehold interest in, all real property reflected in the Balance Sheet or acquired after the Balance Sheet Date, including, without limitation, the Real Estaterecording of any Additional Mortgage, except for properties sold since the Balance Sheet Date filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the ordinary course opinion of business consistent with past practices; Agent to vest in Agent (b) All Real Estate Leases are validor in any representative of Agent designated by it), binding for the benefit of Agent, the Lenders and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection 5.3, enforceable in accordance with their respective terms and there does not exist under (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 57 hereof then of record against the property upon which any such Real Estate Lease Mortgage is sought); provided, however, that such Borrower shall not be required to deliver a Mortgage covering any default Excluded Property, or any event which otherwise comply with notice or lapse of time or both would constitute a default thereunder; (c) To the best knowledge of Principals, and except as otherwise disclosed in the structural engineering report delivered to Buyer pursuant to Section 8.1(o) hereof, the plants, buildings and structures located on the Real Estate and those reflected on the Latest Balance Sheet are in good operating condition and repair and have been maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are suitable for their present uses and, in the case of each plant, building and other structure (including without limitation, the roofs thereof), are structurally sound; (d) Seller currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from all such real properties, including, without limitation, the Real Estate, as is necessary for the conduct of the Business of Seller, except for such access or easements which are not valid and which would not, individually or in the aggregate, have a material adverse effect on the value or present use of such property; (e) None of the real property, including, without limitation, the Real Estate is subject to any liens, except clauses (i) through (viii) of this Subsection with respect to Excluded Property, so long as such Excluded Property is collateral for indebtedness of such Borrower permitted under Subsection 8.2 and the Lien thereon is permitted under Subsection 8.1; provided, further that immediately after repayment of all of the indebtedness and obligations for which such Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens disclosed on the Balance Sheetand security interests in such Excluded Property, such Borrower shall comply with clauses (iii) liens for taxes not yet due or being contested in good faith through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and for which adequate reserves have been established on pay the Balance Sheet)cost of filing or recording the same in all places deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or (iii) liens which do not detract from in preserving the value of such property as now used, or interfere with the present use of such property; and (f) There are no other matters affecting any of such properties, including, without limitationLiens of, the Real Estate pending or, Mortgages delivered pursuant to the best knowledge of Principals, threatened which might reasonably be expected to have a material adverse effect on the condition of the assets, properties or business of Seller, materially interfere with any present use of such property or materially adversely affect the marketability of such propertiesthis Subsection 5.3.

Real Property and Leaseholds. There is listed Each Borrower shall, at its own expense, with respect to any interest in paragraph 1.7 of real estate (other than the Schedule Excluded Property) existing on the date hereof or acquired after such date, upon Agent's request therefor (i) a description as soon as practicable and in any event within thirty (30) days of such request, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the Real Estate"Mortgages") as specified by and in form and substance satisfactory to Agent securing payment in and to the real properties owned by such Borrower and leaseholds of such Borrower as may be designated by Agent, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Agent a description of each such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, (iii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, showing no encroachments or other parcel exceptions to title which affect marketability of title other than those permitted in writing by Agent and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property owned byis located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty (30) days of such request, leased deliver to or used in the Business of Seller or Agent an environmental survey with respect to said real estate in form and substance satisfactory to Agent and made by an engineer reasonably satisfactory to Agent which Seller has executed reveals no environmental risk not acceptable to Agent; (v) as soon as practicable and in any event within thirty (30) days of such request, if the interest being acquired is a purchase leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as determined by Agent), deliver to Agent the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded), and an agreement from the landlord to buy or Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid, first priority Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving credit, contiguity (if applicable), 3.1 zoning, encroachments, comprehensive mortgage, usury, doing business, location, last dollar, access, tying and such other endorsements as Agent may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent and the Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to which Seller has an option such matters required by Agent and in form and substance satisfactory to acquire, Agent; and (iiiviii) a description as soon as practicable and in any event within thirty (30) days of each lease of real property under which the Seller is a lessorsuch request, lessee, sublessor or sublessee take whatever action (the "Real Estate Leases"). Except as indicated in paragraph 1.7 of the Schedule: (a) Seller has good and marketable, indefeasible, fee simple title to, or a valid leasehold interest in, all real property reflected in the Balance Sheet or acquired after the Balance Sheet Date, including, without limitation, the Real Estaterecording of any Additional Mortgage, except for properties sold since the Balance Sheet Date filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the ordinary course opinion of business consistent with past practices; Agent to vest in Agent (b) All Real Estate Leases are validor in any representative of Agent designated by it), binding for the benefit of Agent, the Lenders and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection 5.3, enforceable in accordance with their respective terms and there does not exist under (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Real Estate Lease Mortgage is sought); provided, however, that such Borrower shall not be required to deliver a Mortgage covering any default Excluded Property, or any event which otherwise comply with notice or lapse of time or both would constitute a default thereunder; (c) To the best knowledge of Principals, and except as otherwise disclosed in the structural engineering report delivered to Buyer pursuant to Section 8.1(o) hereof, the plants, buildings and structures located on the Real Estate and those reflected on the Latest Balance Sheet are in good operating condition and repair and have been maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are suitable for their present uses and, in the case of each plant, building and other structure (including without limitation, the roofs thereof), are structurally sound; (d) Seller currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from all such real properties, including, without limitation, the Real Estate, as is necessary for the conduct of the Business of Seller, except for such access or easements which are not valid and which would not, individually or in the aggregate, have a material adverse effect on the value or present use of such property; (e) None of the real property, including, without limitation, the Real Estate is subject to any liens, except clauses (i) through (viii) of this Subsectionwith respect to Excluded Property, so long as such Excluded Property is collateral for indebtedness of such Borrower permitted under Subsection 8.2 and the Lien thereon is permitted under Subsection 8.1; provided, further that immediately after repayment of all of the indebtedness and obligations for which such Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens disclosed on the Balance Sheetand security interests in such Excluded Property, such Borrower shall comply with clauses (iii) liens for taxes not yet due or being contested in good faith through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and for which adequate reserves have been established on pay the Balance Sheet)cost of filing or recording the same in all places deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or (iii) liens which do not detract from in preserving the value of such property as now used, or interfere with the present use of such property; and (f) There are no other matters affecting any of such properties, including, without limitationLiens of, the Real Estate pending or, Mortgages delivered pursuant to the best knowledge of Principals, threatened which might reasonably be expected to have a material adverse effect on the condition of the assets, properties or business of Seller, materially interfere with any present use of such property or materially adversely affect the marketability of such propertiesthis Subsection 5.3.

Real Property and Leaseholds. There is listed in paragraph 1.7 of the Schedule (i) Except as disclosed on Schedule 4.10 hereto, USRR owns no fee interest, leasehold interest or other right, title or interest whatsoever in any real property. Schedule 4.10 hereto contains a description true, correct and complete list of all real estate properties owned, leased, subleased, licensed or otherwise occupied by USRR and separately indicates the Real Estatenature of USRR's interest therein. Except as set forth on Schedule 4.10 hereto, (ii) a description of each no other parcel of real property owned byperson has any oral or written right, leased to agreement or used in the Business of Seller or with respect to which Seller has executed a purchase agreement to buy or as to which Seller has an option to acquire, lease, sublease or otherwise occupy all or any portion of such real property. USRR has received no written or oral notice of assessment for public improvements against any of the real properties, which remains unpaid, and, to the best of USRR and Seller's knowledge, no such assessment has been proposed. There is no pending condemnation, expropriation, imminent domain, or similar proceeding affecting all or any portion of any of the real properties and to the best knowledge of USRR and Seller, no such proceeding is contemplated. (ii) Except as disclosed on Schedule 4.10 hereto, (a) USRR has good marketable and insurable legal and equitable fee simple title to the real property owned by USRR and (b) leasehold title to the property leased pursuant to the leases (the "Leased Real Property") in all cases free and clear of any and all liens, exceptions, items, encumbrances, easements, restrictions and other matter, either of record or not of record, which could prohibit or adversely interfere with Buyer's use of such property, (c) no material default or breach exists under any of the covenants, conditions, restrictions, rights of way or easements, if any, affecting all or any portion of the real property, (d) the current zoning or other administrative permission for the USRR facility permits the operator of such property to utilize the property for the reclaim of butyl rubber. Neither Seller nor USRR has made any application for a rezoning of any of the real properties, has any knowledge of any proposed or pending change to any zoning affecting and of the real properties, or has any knowledge of any expropriation or condemnation or similar proceeding pending or threatened against any of the real properties or any part of the real properties. (iii) a description of each lease of real property under which All utilities, including without limitation, potable water sewer ,gas, electric, telephone, and other public utilities and all storm water drainage required by law or necessary for the Seller is a lessor, lessee, sublessor or sublessee (the "Real Estate Leases"). Except as indicated in paragraph 1.7 operation of the Schedule: real properties, (a) Seller has good and marketable, indefeasible, fee simple title toeither enter the real property through open public streets adjoining the real properties, or a if they pass through adjoining private land, do so in accordance with valid leasehold interest inpublic or private easements or rights of way, which will enure to the benefit of Buyer, (b) are installed, connected and operating in good condition, and in compliance with all real property reflected in the Balance Sheet or acquired after the Balance Sheet Dateapplicable laws, including, without limitation, the Real Estatepermanent right to discharge sanitary waste into the collector system of the appropriate sewer authority, except for properties sold since the Balance Sheet Date in the ordinary course of business consistent with past practices; (b) All Real Estate Leases are valid, binding and enforceable in accordance with their respective terms and there does not exist under any such Real Estate Lease any default or any event which with notice or lapse of time or both would constitute a default thereunder; (c) To are adequate to service the real property for its intended use in the business as presently conducted thereon. (iv) Except as set forth on Schedule 4.10, to the best knowledge of PrincipalsUSRR's knowledge, and except as otherwise disclosed in there are no material defects in, mechanical failure of or damage to the structural engineering report delivered to Buyer pursuant to Section 8.1(o) hereof, the plants, buildings and structures improvements located on the Real Estate and those reflected on the Latest Balance Sheet are in good operating condition and repair and have been maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are suitable for their present uses and, in the case of each plant, building and other structure (including without limitation, the roofs thereof), are structurally sound; (d) Seller currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from all such real properties, including, without limitation, the Real Estate, as is necessary for the conduct of the Business of Seller, except for such access or easements which are not valid and which would not, individually or in the aggregate, have a material adverse effect on the value or present use of such property; (e) None of the real property, includingincluding the roof, without limitationstructure, soil, walls, heating, air conditioning, ventilation, plumbing, electrical, drainage, fire alarm, communications, security and exhaust systems and their component parts, or other improvements on or forming a part of the Real Estate is subject to any liensreal properties, except (i) liens disclosed on the Balance Sheet, (ii) liens for taxes not yet due or being contested all of which have been constructed in good faith (and for which adequate reserves have been established on the Balance Sheet), or (iii) liens which do not detract from the value of such property as now used, or interfere with the present use of such property; and (f) There are no other matters affecting any of such properties, including, without limitation, the Real Estate pending or, to the best knowledge of Principals, threatened which might reasonably be expected to have a material adverse effect on the condition of the assets, properties or business of Seller, materially interfere with any present use of such property or materially adversely affect the marketability of such propertiesworkmanlike manner.

Real Property and Leaseholds. There is listed Borrower shall, at its own expense, with respect to any interest in paragraph 1.7 real estate existing on the date of the Schedule this Agreement or acquired after such date (i) a description as soon as practicable and in any event within thirty (30) days of the Real Estatedate hereof (except as to leaseholds existing on the date hereof) or such acquisition, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "Mortgages") as specified by and in form and substance reasonably satisfactory to Agent in respect of the real properties owned by Borrower and leaseholds of Borrower as may be reasonably designated by Agent, (ii) as soon as practicable and in any event within ten (10) days, deliver to Agent a description of each other parcel such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, (iii) as soon as practicable and in any event within forty-five (45) days, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property owned byis located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within forty-five (45) days, leased deliver to or used in the Business of Seller or Agent an environmental survey with respect to said real estate in form and substance reasonably satisfactory to Agent and made by an engineer reasonably satisfactory to Agent; (v) as soon as practicable and in any event within forty-five (45) days, if the interest being acquired is a leasehold interest (other than leases that individually or in the aggregate are not material to Borrower as reasonably determined by Agent), deliver to Agent the lease, and an agreement from the landlord to Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within forty-five (45) days, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which Seller has executed any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving credit (if applicable), contiguity (if applicable), 3.1 zoning, encroachments (if applicable), comprehensive mortgage, usury, doing business, location, last dollar, access, tie-in and such other endorsements as Agent may require and if such a purchase agreement provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days, deliver to buy or Agent and Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to which Seller has an option such matters reasonably required by Agent and in form and substance reasonably satisfactory to acquire, Agent; and (iiiviii) a description of each lease of real property under which the Seller is a lessoras soon as practicable and in any event within thirty (30) days, lessee, sublessor or sublessee take whatever action (the "Real Estate Leases"). Except as indicated in paragraph 1.7 of the Schedule: (a) Seller has good and marketable, indefeasible, fee simple title to, or a valid leasehold interest in, all real property reflected in the Balance Sheet or acquired after the Balance Sheet Date, including, without limitation, the Real Estaterecording of any mortgage, except for properties sold since the Balance Sheet Date filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the ordinary course opinion of business consistent with past practices; Agent to vest in Agent (b) All Real Estate Leases are validor in any representative of Agent designated by it), binding for the benefit of Agent, Lenders and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection 5.3, enforceable in accordance with their respective terms and there does not exist under (but subject to Permitted Liens then of record against the property upon which any such Real Estate Lease Mortgage is sought). At any default time and from time to time, Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or recording the same in all places reasonably deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or in preserving the Liens of, the Mortgages delivered pursuant to this Subsection 5.3. Agent may from time to time have any or all of Borrower's and Webco Tube's Inventory, equipment and real property appraised and Borrower agrees to pay, or reimburse Agent for, the costs of such appraisals, and any and all surveys, title policies, title commitments, environmental surveys and other reasonable expenses incurred by Agent or any event which with notice or lapse of time or both would constitute a default thereunder; (c) To the best knowledge of Principals, and except as otherwise disclosed Lender in the structural engineering report delivered to Buyer pursuant to Section 8.1(o) hereof, the plants, buildings and structures located on the Real Estate and those reflected on the Latest Balance Sheet are in good operating condition and repair and have been maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are suitable for their present uses and, in the case of each plant, building and other structure (including without limitation, the roofs thereof), are structurally sound; (d) Seller currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from all such real properties, including, without limitation, the Real Estate, as is necessary for the conduct of the Business of Seller, except for such access or easements which are not valid and which would not, individually or in the aggregate, have a material adverse effect on the value or present use of such property; (e) None of the real property, including, without limitation, the Real Estate is subject to any liens, except (i) liens disclosed on the Balance Sheet, (ii) liens for taxes not yet due or being contested in good faith (and for which adequate reserves have been established on the Balance Sheet), or (iii) liens which do not detract from the value of such property as now used, or interfere with the present use of such property; and (f) There are no other matters affecting any of such properties, including, without limitation, the Real Estate pending or, to the best knowledge of Principals, threatened which might reasonably be expected to have a material adverse effect on the condition of the assets, properties or business of Seller, materially interfere with any present use of such property or materially adversely affect the marketability of such propertiesconnection therewith.

Real Property and Leaseholds. There is listed Each Borrower shall, at its own expense, with respect to any interest in paragraph 1.7 real estate (other than the Excluded Property) existing on the date of the Schedule Original Agreement or acquired after such date, upon Agent's request therefor (i) a description as soon as practicable and in any event within thirty (30) days of such request, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the Real Estate"Mortgages") as specified by and in form and substance satisfactory to Agent securing payment in and to the real properties owned by such Borrower and leaseholds of such Borrower as may be designated by Agent, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Agent a description of each such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, (iii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, showing no encroachments or other parcel exceptions to title which affect marketability of title other than those permitted in writing by Agent and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property owned byis located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty (30) days of such request, leased deliver to or used in the Business of Seller or Agent an environmental survey with respect to said real estate in form and substance satisfactory to Agent and made by an engineer reasonably satisfactory to Agent which Seller has executed reveals no environmental risk not acceptable to Agent; (v) as soon as practicable and in any event within thirty (30) days of such request, if the interest being acquired is a purchase leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as determined by Agent), deliver to Agent the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded), and an agreement from the landlord to buy or Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid, first priority Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving credit, contiguity (if applicable), 3.1 zoning, encroachments, comprehensive mortgage, usury, doing business, location, last dollar, access, tying and such other endorsements as Agent may require and if such a provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent and the Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to which Seller has an option such matters required by Agent and in form and substance satisfactory to acquire, Agent; and (iiiviii) a description as soon as practicable and in any event within thirty (30) days of each lease of real property under which the Seller is a lessorsuch request, lessee, sublessor or sublessee take whatever action (the "Real Estate Leases"). Except as indicated in paragraph 1.7 of the Schedule: (a) Seller has good and marketable, indefeasible, fee simple title to, or a valid leasehold interest in, all real property reflected in the Balance Sheet or acquired after the Balance Sheet Date, including, without limitation, the Real Estaterecording of any Additional Mortgage, except for properties sold since the Balance Sheet Date filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the ordinary course opinion of business consistent with past practices; Agent to vest in Agent (b) All Real Estate Leases are validor in any representative of Agent designated by it), binding for the benefit of Agent, the Lenders and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection 5.3, enforceable in accordance with their respective terms and there does not exist under (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which any such Real Estate Lease Mortgage is sought); provided, however, that such Borrower shall not be required to deliver a Mortgage covering any default Excluded Property, or any event which otherwise comply with notice or lapse of time or both would constitute a default thereunder; (c) To the best knowledge of Principals, and except as otherwise disclosed in the structural engineering report delivered to Buyer pursuant to Section 8.1(o) hereof, the plants, buildings and structures located on the Real Estate and those reflected on the Latest Balance Sheet are in good operating condition and repair and have been maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are suitable for their present uses and, in the case of each plant, building and other structure (including without limitation, the roofs thereof), are structurally sound; (d) Seller currently has access to public roads or valid easements over private streets or private property for such ingress to and egress from all such real properties, including, without limitation, the Real Estate, as is necessary for the conduct of the Business of Seller, except for such access or easements which are not valid and which would not, individually or in the aggregate, have a material adverse effect on the value or present use of such property; (e) None of the real property, including, without limitation, the Real Estate is subject to any liens, except clauses (i) through (viii) of this Subsection with respect to Excluded Property, so long as such Excluded Property is collateral for indebtedness of such Borrower permitted under Subsection 8.2 and the Lien thereon is permitted under Subsection 8.1; provided, further that immediately after repayment of all of the indebtedness and obligations for which such Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens disclosed on the Balance Sheetand security interests in such Excluded Property, such Borrower shall comply with clauses (iii) liens for taxes not yet due or being contested in good faith through (viii) of this Subsection with respect to such Excluded Property. At any time and from time to time, each Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and for which adequate reserves have been established on pay the Balance Sheet)cost of filing or recording the same in all places deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or (iii) liens which do not detract from in preserving the value of such property as now used, or interfere with the present use of such property; and (f) There are no other matters affecting any of such properties, including, without limitationLiens of, the Real Estate pending or, Mortgages delivered pursuant to the best knowledge of Principals, threatened which might reasonably be expected to have a material adverse effect on the condition of the assets, properties or business of Seller, materially interfere with any present use of such property or materially adversely affect the marketability of such propertiesthis Subsection 5.3.

Real Property and Leaseholds. There is listed Borrower shall, at its own expense, with respect to any interest in paragraph 1.7 real estate existing on the date of the Schedule this Agreement or acquired after such date, upon Agent's reasonable request therefor (i) a description as soon as practicable and in any event within thirty (30) days of such request, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "Mortgages") as specified by and in form and substance reasonably satisfactory to Agent in respect of the Real Estatereal properties owned by Borrower and leaseholds of Borrower as may be reasonably designated by Agent, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Agent a description of each other parcel such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, (iii) as soon as practicable and in any event within forty-five (45) days of such request, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property owned byis located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within forty-five (45) days of such request, leased deliver to or used in the Business of Seller or Agent an environmental survey with respect to said real estate in form and substance reasonably satisfactory to Agent and made by an engineer reasonably satisfactory to Agent; (v) as soon as practicable and in any event within forty-five (45) days of such request, if the interest being acquired is a leasehold interest (other than leases that individually or in the aggregate are not material to Borrower as reasonably determined by Agent), deliver to Agent the lease, and an agreement from the landlord to Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within forty-five (45) days of such request, deliver to Agent an ALTA loan policy in form and substance reasonably satisfactory to Agent and from a title insurance company reasonably satisfactory to Agent insuring that the Lien of the Mortgages delivered pursuant to this Subsection 5.3 is a valid Lien on such interest in real estate (but subject to the lien of any encumbrance permitted pursuant to Subsection 8.1 hereof then of record against the property upon which Seller has executed any such Mortgage is sought) with the following endorsements if such endorsements are available from such title insurance company (or, if not, comparable endorsements available from such title insurance company): revolving credit (if applicable), contiguity (if applicable), 3.1 zoning, encroachments (if applicable), comprehensive mortgage, usury, doing business, location, last dollar, access, tie-in and such other endorsements as Agent may require and if such a purchase agreement provision is in the loan policy, waiver of compulsory arbitration; (vii) as soon as practicable and in any event within thirty (30) days of such request, deliver to buy or Agent and Lenders an opinion of counsel authorized to practice law in the state in which such real estate is located, as to which Seller has an option such matters reasonably required by Agent and in form and substance reasonably satisfactory to acquire, Agent; and (iiiviii) a description as soon as practicable and in any event within thirty (30) days of each lease of real property under which the Seller is a lessorsuch request, lessee, sublessor or sublessee take whatever action (the "Real Estate Leases"). Except as indicated in paragraph 1.7 of the Schedule: (a) Seller has good and marketable, indefeasible, fee simple title to, or a valid leasehold interest in, all real property reflected in the Balance Sheet or acquired after the Balance Sheet Date, including, without limitation, the Real Estaterecording of any mortgage, except for properties sold since the Balance Sheet Date filing of financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the ordinary course opinion of business consistent with past practices; Agent to vest in Agent (b) All Real Estate Leases are validor in any representative of Agent designated by it), binding for the benefit of Agent, Lenders and the Issuing Bank, valid and subsisting first priority liens and charges and valid and first priority, perfected security interests in and to the properties purported to be subject to the Mortgages delivered pursuant to this Subsection 5.3, enforceable in accordance with their respective terms and there does not exist under (but subject to Permitted Liens then of record against the property upon which any such Real Estate Lease Mortgage is sought). At any default time and from time to time, Borrower shall promptly execute and deliver any and all further financing statements, instruments and documents (and pay the cost of filing or any event which with notice recording the same in all places reasonably deemed necessary by Agent) and take all such other action as Agent may reasonably deem necessary in obtaining the full benefits of, or lapse of time or both would constitute a default thereunder; (c) To in preserving the best knowledge of PrincipalsLiens of, and except as otherwise disclosed in the structural engineering report Mortgages delivered to Buyer pursuant to Section 8.1(o) hereof, the plants, buildings and structures located on the Real Estate and those reflected on the Latest Balance Sheet are in good operating condition and repair and this Subsection 5.3. Agent may from time to time have been maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and tear excepted), are suitable for their present uses and, in the case of each plant, building and other structure (including without limitation, the roofs thereof), are structurally sound; (d) Seller currently has access to public roads any or valid easements over private streets or private property for such ingress to and egress from all such real properties, including, without limitation, the Real Estate, as is necessary for the conduct of the Business of Seller, except for such access or easements which are not valid and which would not, individually or in the aggregate, have a material adverse effect on the value or present use of such property; (e) None of the real propertyproperty and equipment of Borrower and appraised and Borrower agrees to pay, including, without limitationor reimburse Agent for, the Real Estate is subject to any liens, except (i) liens disclosed on the Balance Sheet, (ii) liens for taxes not yet due or being contested in good faith (and for which adequate reserves have been established on the Balance Sheet), or (iii) liens which do not detract from the value costs of such property as now usedappraisals, and any and all surveys, title policies, title commitments, environmental surveys and other reasonable expenses incurred by Agent or interfere with the present use of such property; and (f) There are no other matters affecting any of such properties, including, without limitation, the Real Estate pending or, to the best knowledge of Principals, threatened which might reasonably be expected to have a material adverse effect on the condition of the assets, properties or business of Seller, materially interfere with any present use of such property or materially adversely affect the marketability of such propertiesLender in connection therewith.