Common use of Certain Post-Closing Obligations Clause in Contracts

Certain Post-Closing Obligations. (a) As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 (or such later date as the Administrative Agent reasonably agrees to in writing), including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Borrower and each Loan Party, as applicable, shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of “Collateral and Guarantee Requirement”; and (b) No later than 120 days following the Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), Holdings and the Borrower shall cause Material Real Property to be subjected to a Lien (subject to Liens permitted hereunder) to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (e) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the enforceability of each such Mortgage and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; provided, however, that, following Holdings and the Borrower’s satisfaction of such requirements, neither Holdings nor the Borrower shall be required to repeat, or cause any Loan Party to repeat, any such actions in the event that any Mortgaged Property is transferred to another Loan Party, so long as such Mortgaged Property remains subject to a perfected or recorded Lien as required by this Section 5.14(b). (c) Each Loan Party shall enter into, and shall cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements with respect to each deposit, securities, commodity or similar account (other than Excluded Accounts) maintained by such Loan Party; provided that each such Loan Party shall have until, (i) with respect to any such accounts of the Loan Parties existing on the Effective Date, the date specified in Schedule 5.14 (or such later date as the Administrative Agent reasonably agrees to in writing) and (ii) with respect to any such accounts opened or acquired by any Loan Party following the Effective Date, the date that is 90 days following the date on which such account is opened or acquired, in each case, to comply with the provisions of this Section 5.14(c).

Certain Post-Closing Obligations. (a) As promptly as practicable, Execute and in any event within the time periods after the Effective Date specified in Schedule 5.14 (or such later date as the Administrative Agent reasonably agrees to in writing), including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Borrower and each Loan Party, as applicable, shall deliver the documents or take and complete the actions specified tasks set forth on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f)5.15, in each case except to within the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of “Collateral and Guarantee Requirement”; and (b) No later than 120 days following the Effective Date time limits specified therein (or such longer period as of time acceptable to the Administrative Agent). (b) The Collateral Agent shall receive from the applicable Loan Parties (x) within 120 days (or such longer period of time acceptable to the Administrative Agent may agree in its sole discretion)) following the Closing Date, Holdings and with respect to each Mortgaged Property designated by the Borrower shall cause Material in order to eliminate any Deficiency, and (y) in the case of Real Property acquired after the Closing Date and designated by the Borrower to be Perfected Mortgaged Property, within 120 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following such designation, in each case the following documents and instruments: (i) a Mortgage duly authorized and executed, in proper form for recording in the recording office of each jurisdiction where such Mortgaged Property to be subjected to a Lien (subject to Liens permitted hereunder) to the extent required by encumbered thereby is situated, in favor of the Collateral and Guarantee Requirement and will takeAgent, or cause for the relevant Loan Party to takebenefit of the Secured Parties, together with such actions other instruments as shall be necessary to grant and perfect or record such Lien, including, as applicable, appropriate (in the actions referred to in paragraph (e) reasonable judgment of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent) to create a Lien under applicable law, the Collateral Agent and the other Secured Parties, all of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the enforceability of each such Mortgage and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion which shall be in form and substance reasonably satisfactory to Collateral Agent, which Mortgage and other instruments shall be effective to create and/or maintain a first priority Lien on such Mortgaged Property, as the case may be, subject to no Liens other than Permitted Liens and Permitted Encumbrances applicable to such Mortgaged Property; (ii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by a title insurer reasonably acceptable to the Administrative Agent, insuring the Mortgage to be a valid first and subsisting Lien on such Mortgaged Property, free and clear of all defects and encumbrances, other than Permitted Encumbrances; provided, however, that, following Holdings and provided however that such title insurance policy may include such general mechanics’ lien exceptions as the Borrower’s satisfaction of such requirements, neither Holdings nor the Borrower shall be required to repeat, or cause any Loan Party to repeat, any such actions in the event that any Mortgaged Property is transferred to another Loan Partytitle insurer(s) may require, so long as such Mortgaged Property remains subject to title insurance policy does not include a perfected or title exception identifying any specifically recorded Lien as required by this Section 5.14(b).mechanics’ lien that does not constitute a Permitted Encumbrance; (ciii) Each Loan Party shall enter intoAmerican Land Title Association/American Congress on Surveying and Mapping form plat of survey or such other form plat of survey as is reasonably acceptable to the Administrative Agent, for which all necessary fees (where applicable) have been paid, and shall cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements with respect to each deposit, securities, commodity or similar account (other dated no more than Excluded Accounts) maintained by such Loan Party; provided that each such Loan Party shall have until, (i) with respect to any such accounts of the Loan Parties existing on the Effective Date, the date specified in Schedule 5.14 (or such later date as the Administrative Agent reasonably agrees to in writing) and (ii) with respect to any such accounts opened or acquired by any Loan Party following the Effective Date, the date that is 90 days following before (x) the Closing Date or (y) the date on which a Mortgage in respect thereof is required to be delivered hereby (or such account is opened or acquiredother dates as shall be reasonably acceptable to the Administrative Agent), in each case, certified to comply with the provisions Administrative Agent and the issuer of this Section 5.14(c).the Mortgage Policy pertaining to such Mortgaged Property in

Certain Post-Closing Obligations. (a) As promptly as practicableEach Loan Party shall promptly, and in any event within the time periods after the Effective Date specified in Schedule 5.14 (or such later date as the Administrative Agent reasonably agrees to in writing), including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Borrower and each Loan Party, as applicable, shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of “Collateral and Guarantee Requirement”; and (b) No no later than 120 60 days following the Effective Closing Date (or such longer which time period as may be extended at the sole discretion of the Administrative Agent may agree in its sole discretionAgent), Holdings and the Borrower shall cause Material Real Property to be subjected to a Lien (subject to Liens permitted hereunder) to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (e) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and Collateral Agent: (A) ALTA mortgagee standard coverage title insurance policies or unconditional commitments therefor issued by the Title Company reasonably satisfactory to the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the enforceability of each such Mortgage and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; provided, however, that, following Holdings and the Borrower’s satisfaction of such requirements, neither Holdings nor the Borrower shall be required to repeat, or cause any Loan Party to repeat, any such actions in the event that any Mortgaged Property is transferred to another Loan Party, so long as such Mortgaged Property remains subject to a perfected or recorded Lien as required by this Section 5.14(b). (c) Each Loan Party shall enter into, and shall cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements with respect to each depositMortgaged Property (each, securitiesa “Title Policy”), commodity or similar account in agreed upon amounts aggregating not less than the lesser of (other than Excluded Accountsx) maintained by such Loan Party; provided $100,000,000 and (y) 110% of the fair market value of each Mortgaged Property that is owned in fee insuring the fee simple title to each such of the fee owned Mortgaged Properties vested in the applicable Loan Party and insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable first priority Lien on the Mortgaged Property encumbered thereby, each of which Title Policy (1) shall have until, include tie-in endorsements (to the extent available) and the following endorsements: (i) with respect to any such accounts the Kensington Mine – Doing Business; First Loss; Aggregation; Variable Rate; Multiple Tax Parcel; Deletion of the Loan Parties existing on the Effective Date, the date specified in Schedule 5.14 (or such later date as the Administrative Agent reasonably agrees to in writing) Arbitration; and Environmental; (ii) with respect to any the Rochester Mine – Usury; Doing Business; First Loss; Aggregation; Variable Rate; Multiple Tax Parcel; Deletion of Arbitration; and Environmental; (c) with respect to the Wharf Mine – same as clause (ii) above, to the extent available in South Dakota; and (2) shall provide for such accounts opened or acquired by any customary insurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent; (B) evidence satisfactory to the Collateral Agent that the applicable Loan Party following has (1) delivered to the Effective Date, Title Company all certificates and affidavits required by the date that is 90 days following the date on which such account is opened or acquired, Title Company in each case, to comply connection with the provisions issuance of this Section 5.14(c)the applicable Title Policy and (2) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other sums required in connection with the issuance of the Title Policies and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages in the applicable real property records; and (C) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the Closing Date (or such earlier date as the Collateral Agent may agree) and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Collateral Agent.

Certain Post-Closing Obligations. The Borrower shall, and shall cause each applicable Credit Party to, as expeditiously as possible, but in no event later than the number of days after the Closing Date to applicable to each item set forth below: (a) As promptly as practicable, and in any event within the time periods forty-five (45) days after the Effective Date specified in Schedule 5.14 (or such later date as Closing Date, execute and deliver to the Administrative Agent reasonably agrees to a Mortgage encumbering each of the Mortgaged Properties described in writing), including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Borrower and each Loan Party, as applicable, shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f8.15(a), in each case except duly ---------------- executed and acknowledged by the Credit Party that is the owner of or holder of an interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable law, and such financing statements or other instruments as are contemplated by the local counsel opinions described in Section 8.15(m) below in respect of --------------- such Mortgage, all of which shall be in form and substance reasonably satisfactory to the extent otherwise agreed by Administrative Agent, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall when recorded be effective to create a first priority Lien on such Mortgaged Property subordinate to no Liens other than Prior Liens (as defined in the applicable Mortgage) reasonably acceptable to the Administrative Agent pursuant and subject to its authority as set forth in the definition of “Collateral and Guarantee Requirement”; andno other Liens except Liens expressly permitted by such Mortgage; (b) No later than 120 within forty-five (45) days following after the Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion)Closing Date, Holdings with respect to each Mortgaged Property, execute and the Borrower shall cause Material Real Property to be subjected to a Lien (subject to Liens permitted hereunder) to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (e) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinionssuch consents (including, addressed to the Administrative Agentwithout limitation, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the enforceability of each such Mortgage and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be landlord's consent (in form and substance reasonably acceptable to the Administrative Agent; provided) to the encumbrance of the applicable Credit Party's interest, howeveras tenant, thatin each leased real property commonly known as the Medical Center at Terrell, following Holdings Texas and Brownwood Regional Medical Center, Texas) approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary or required or as shall reasonably be deemed necessary by the Administrative Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property; (c) within forty-five (45) days after the Closing Date, with respect to each Mortgage described in Section 8.15(a) above, deliver to the --------------- Administrative Agent a policy (or commitment to issue a policy) of title insurance insuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein in an amount equal to 100% of the fair market value thereof, which policies (or commitments) shall (i) be issued by a title insurance company acceptable to the Administrative Agent, (ii) contain a "tie-in" or "cluster" endorsement (if available under applicable law) (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (iii) have been supplemented by such endorsements (or to the extent where such endorsements are not available at commercially reasonable rates, opinions of special counsel, architects or other professionals reasonably acceptable to the Administrative Agent to the extent that such opinions can be obtained at a cost which is reasonable with respect to the value of the real property subject to such Mortgage) as shall be reasonably requested by the Administrative Agent (including, without limitation, endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate and so-called comprehensive coverage over covenants and restrictions) and (iv) contain no exceptions to title other than exceptions for the Prior Liens (as defined in the applicable Mortgage) acceptable to the Administrative Agent; (d) within forty-five (45) days after the Closing Date, with respect to each Mortgaged Property described in Schedule 8.15(a), deliver to the ---------------- Administrative Agent policies or certificates of insurance as required by Section 8.6 hereof and the Borrower’s satisfaction applicable provisions of the Mortgage relating ----------- thereto; (e) within forty-five (45) days after the Closing Date, with respect to each Mortgaged Property described in Schedule 8.15(a), execute and/or ---------------- deliver such requirementsaffidavits, neither Holdings nor the Borrower certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as shall be required to repeatinduce the title insurance company to issue the policy or policies (or commitment) and endorsements contemplated in Section 8.15(c) above; --------------- (f) within forty-five (45) days after the Closing Date, deliver evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all title insurance premiums, search and examination charges, and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages described in Section 8.15(a) and issuance of the title insurance policies referred to in --------------- Section 8.15(c) above; --------------- (g) within ninety (90) days after the Closing Date, with respect to each Mortgaged Property described in Schedule 8.15(g), deliver to the ---------------- Administrative Agent a survey sufficient to cause the title insurance company to remove or cause any Loan Party limit the survey and unrecorded easement exceptions from the applicable title insurance policy (or commitment) and to repeat, any issue so- called comprehensive coverage with respect to each of the Mortgaged Properties described by such actions surveys to the extent such so-called comprehensive coverage is available in the event that applicable jurisdiction; (h) within ninety (90) days after the Closing Date, with respect to each real property (other than the Mortgaged Properties), deliver to the Administrative Agent copies of all material leases, subleases, franchise agreements, licenses, occupancy agreements, concession agreements or other agreements relating to possessory interests in which a Credit Party holds the tenant's, subtenant's or grantee's interest; (i) within ninety (90) days after the Closing Date, with respect to each lease or other agreement described in Section 8.15 (h) and each lease ---------------- or other agreement pursuant to which a Credit Party holds the tenant's, subtenant's or grantee's interest in a Mortgage Property, the applicable Credit Party shall use commercially reasonably best efforts to deliver to the Administrative Agent a landlord lien waiver and access agreement substantially in the form of Schedule 8.15(i) hereto with such changes thereto as shall be reasonably acceptable to the Administrative Agent; (j) within ninety (90) days after the Closing Date, with respect to each of the Mortgaged Properties, deliver to the Administrative Agent copies of all leases, subleases, franchise agreements, licenses, occupancy agreements, concession agreements or other agreement relating to possessory interests (excluding any Mortgaged Property is transferred leases relating to another Loan Party, so long as the non-material lease of space entered into in the ordinary course of business) affecting such Mortgaged Property remains subject and with respect to (i)(A) each such lease, sublease, franchise, license, occupancy, concession or other agreement in which a Credit Party holds the landlord's, sublandlord's, licensor's or grantor's interest in existence as of the date hereof, or (B) each lease, sublease, franchise, license, occupancy, concession or other agreement in which a Credit Party holds the landlord's, sublandlord's, licensor's or guarantor's interest, which is recorded or is evidenced by a recorded memorandum thereof in each of the cases described in clauses (i)(A) and (i)(B) of this subsection, the Borrower shall and shall cause each applicable Credit Party to use its commercially reasonable best efforts to cause such agreement to be subordinate to the Lien of the Mortgage recorded (or to be recorded) against such real property (either expressly by its terms or pursuant to a perfected subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to the Administrative Agent) and shall otherwise be reasonably acceptable to the Administrative Agent and (ii) each such lease, sublease, franchise, license, occupancy, concession or other agreement in which a Credit Party holds the landlord's, sublandlord's, licensor's or grantor's interest entered into after the date hereof shall be subordinate to the Lien of the Mortgage recorded Lien as required (or to be recorded) against such real property (either expressly by this Section 5.14(b).its terms or pursuant to a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to the Administrative Agent) and shall otherwise be reasonably acceptable to the Administrative Agent; (ck) Each Loan within forty-five (45) days after the Closing Date, deliver to the Administrative Agent evidence of the completion of all recordings and filings of, or with respect to, the Borrower Security Agreement and the Guarantor Security Agreement, including filings with the United States Patent, Trademark and Copyright offices, and delivery of such other security and other documents and the taking of all actions as may be necessary or, in the opinion of the Administrative Agent, desirable, to perfect the Liens created, or purported to be created, by the Borrower Security Agreement and the Guarantor Security Agreement; (l) within forty-five (45) days after the Closing Date, with respect to each Mortgaged Property described in Schedule 8.15(a), Borrower and each ---------------- applicable Credit Party shall enter intohave made all notification, registrations and filings, to the extent required by, and in accordance with, all environmental real property disclosure requirements applicable to such Mortgaged Property, including the use of forms provided by state, local or foreign agencies, where such forms exist; (m) within forty-five (45) days after the Closing Date, at the time of delivery of each of the Mortgages described in Section 8.15(a), procure --------------- such opinions of local counsel to the Credit Parties substantially in the form of Schedule 5.1(f) hereto in the jurisdiction governing the Lien --------------- granted to the Administrative Agent under such Mortgage; (n) within forty-five (45) days after the Closing Date, with respect to each of the Mortgaged Properties, a Real Property Officer's Certificate substantially in the form of Schedule 8.15(n) attached hereto; ---------------- (o) within forty-five (45) days after the Closing Date, with respect to each Capital Stock issued by a Subsidiary that is not a Wholly Owned Subsidiary of any Credit Party, the Borrower shall, and shall cause each depository, securities intermediary or commodities intermediary applicable Credit Party to enter into, Control Agreements with respect use commercially reasonable best efforts to each deposit, securities, commodity or similar account deliver to the Administrative Agent (other than Excluded Accountsi) maintained a consent to the grant of a security interest in and Lien on such Capital Stock to the extent such grant is expressly prohibited by the terms of the organizational documents relating to such Loan Partysubsidiary and (ii) an issuer acknowledgment substantially in the form of Schedule 4(c) to the applicable Pledge Agreement; provided that each such Loan Party shall have until------------- (p) within ten (10) days after the Closing Date, (i) execute and deliver to the Administrative Agent UCC financing statements (Form UCC-3 or other appropriate form) in appropriate form for filing under the UCC and any other applicable Requirements of Law in each jurisdiction as may be necessary or appropriate to maintain, preserve and perfect the Liens created or purported to be created, by the Collateral Documents, (ii) deliver to the Administrative Agent copies of certificates of good standing and other documents described in Sections 5.1(e)(i) and (iv) hereof with respect to any such accounts of the Loan Credit Parties existing on the Effective Date, the date specified described in Schedule 5.14 8.15(p) hereto from the ---------------- jurisdictions contemplated in such Schedule, (or such later date as iii) deliver to the Administrative Agent opinions of counsel to the Credit Parties in form and substance reasonably agrees satisfactory to in writingthe Administrative Agent relating to the matters described Sections 8.15(p)(i) and (ii) with respect in each relevant jurisdiction and (iv) cause the title insurance company to endorse the applicable title insurance policy (or commitment) in a manner reasonably acceptable to the Administrative Agent to, among other things, reflect the filing of the financing statements described in Section 8.15(p)(i) and the delivery of the certificates and other documents described in Section 8.15(p)(ii), and omit any exceptions taken in such accounts opened title insurance policy (or acquired by any Loan Party following commitment) as a result of the Effective failure to file such financing statements or to obtain such certificates; and (q) within ten (10) days after the Closing Date, deliver to the date that Administrative Agent opinions of local counsel in the States of Arizona, Alabama, Indiana, Louisiana, Ohio, Tennessee and Texas, and in each additional state in which material Collateral is 90 days following located covering each applicable Credit Party (provided, however, in the date on which case of QHR, such account is opened or acquired-------- ------- opinion shall not be required to be obtained in any states other than Alabama, Arkansas, Arizona, California, Georgia, Indiana, Kansas, Louisiana, Missouri, Mississippi, New Mexico, Nevada, Ohio, Oklahoma, Oregon, South Carolina, Tennessee, Texas, West Virginia and New York, in each casecase to the extent (1) QHR is organized in such state, (ii) any Collateral owned by QHR is located in such state or (iii) the perfection of the Security Interest granted to comply with the provisions Administrative Agent under the Collateral Documents in the QHR Collateral is governed by the laws of such state); in each case substantially in the form of Schedule 5.1(f) hereto. --------------- provided, however, that if, notwithstanding the use of commercially reasonable -------- ------- best efforts, the Borrower is unable to receive the Brownwood Regional Medical Center landlord consent, then the Borrower shall continue to use commercially reasonable best efforts to obtain such consent, and the foregoing requirements of this Section 5.14(c)8.15 as they relate to the Brownwood Regional Medical Center shall only apply after the receipt of such consent.

Certain Post-Closing Obligations. (a) As promptly as practicable, and but in any event within the respective time periods after the Effective Date specified in Schedule 5.14 referred to below (or such later date as the Administrative Agent reasonably agrees to in writingmay agree), including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Borrower and each Loan Partyshall: (a) within thirty (30) days after the Closing Date, as applicable, shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required cause to be delivered or taken on to the Effective Date but for the proviso Agent with respect to Section 4.01(f)such Real Property B (in each case, in each case except form and substance reasonably satisfactory to the extent otherwise agreed Agent): (i) an ALTA or Texas Society of Professional Surveyor’s survey of Real Property B certified to Agent; (ii) a zoning report or other evidence of zoning reasonably satisfactory to the Agent; (iii) a duly executed Mortgage, along with a fixture filing, if applicable in such state; (iv) a lenders’ policy of title insurance with respect thereto, in form and substance, and with an insured amount, reasonably satisfactory to the Agent; (v) an Environmental Indemnity; (vi) existing construction plans and budgets for all Projects at Property B the Borrower expects to initiate or complete after the Closing Date; (vii) a legal opinion with respect to the Mortgage for Property B and the other documents referred to in Section 5.16(a)(iii) above, delivered by the Administrative Agent pursuant to its authority as set forth Borrower’s or such Subsidiary’s counsel in the definition State in which Property B is located; (viii) a copy of “Collateral the construction schedule and Guarantee Requirement”the construction contract(s) for Property B, and an assignment to the Agent of such construction contracts; (ix) an Assignment of Construction Contracts to Agent, together with consent(s) of design professionals to the Agent, including, including with respect to the architect, engineer and general contractor; (x) copies of any utility letters and/or verifications; (xi) copies of all permits and approvals required by any Governmental Authority having jurisdiction over the land where Property B is located; (xii) a Phase I environmental site assessment report, along with a reliance letter in favor of the Agent relating thereto; and (bxiii) No later than 120 days following evidence as to whether Property B is located in an area identified by the Effective Date Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area” (or a similar designation) and, if it is, evidence that Borrower has obtained, with insurance companies as are reasonably satisfactory to Agent, such longer period flood insurance in such reasonable total amount as the Administrative Agent may agree in its sole discretion), Holdings and the Borrower shall cause Material Real Property to be subjected to a Lien (subject to Liens permitted hereunder) to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (e) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the enforceability of each such Mortgage and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agentrequire, and each such local counsel opinion shall be otherwise sufficient to comply with all applicable rules and regulations relating to flood insurance, in form and substance reasonably acceptable to the Administrative Agent; provided, however, that, following Holdings and the Borrower’s satisfaction of such requirements, neither Holdings nor the Borrower shall be required to repeat, or cause any Loan Party to repeat, any such actions in the event that any Mortgaged Property is transferred to another Loan Party, so long as such Mortgaged Property remains subject to a perfected or recorded Lien as required by this Section 5.14(b). (cb) Each Loan Party shall enter intowithin sixty (60) days after the Closing Date, and shall cause each depository, securities intermediary to be delivered to the Agent a Control Agreement (or commodities intermediary an amendment to enter into, the existing Control Agreements Agreement) with respect to each depositof the accounts of the Loan Parties maintained at Bank of America, securitiesN.A., commodity or similar account other than Excluded Accounts, to the extent any such accounts (other than Excluded Accounts) maintained are not covered by such Loan Party; provided that each such Loan Party shall have until, (i) with respect to any such accounts of the Loan Parties an existing on the Effective Date, the date specified in Schedule 5.14 (or such later date as the Administrative Agent reasonably agrees to in writing) and (ii) with respect to any such accounts opened or acquired by any Loan Party following the Effective Date, the date that is 90 days following the date on which such account is opened or acquired, in each case, to comply with the provisions of this Section 5.14(c)Control Agreement.

Certain Post-Closing Obligations. (a) As promptly as practicable, Execute and in any event within the time periods after the Effective Date specified in Schedule 5.14 (or such later date as the Administrative Agent reasonably agrees to in writing), including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Borrower and each Loan Party, as applicable, shall deliver the documents or take and complete the actions specified tasks set forth on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f)5.15, in each case except to within the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of “Collateral and Guarantee Requirement”; and (b) No later than 120 days following the Effective Date time limits specified therein (or such longer period as of time acceptable to the Administrative Agent). (b) The Collateral Agent shall receive from the applicable Loan Parties (x) within 120 days (or such longer period of time acceptable to the Administrative Agent may agree in its sole discretion)) following the Closing Date, Holdings and with respect to each Mortgaged Property designated by the Borrower shall cause Material in order to eliminate any Deficiency, and (y) in the case of Real Property acquired after the Closing Date and designated by the Borrower to be Perfected Mortgaged Property, within 120 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following such designation, in each case the following documents and instruments: (i) a Mortgage duly authorized and executed, in proper form for recording in the recording office of each jurisdiction where such Mortgaged Property to be subjected to a Lien (subject to Liens permitted hereunder) to the extent required by encumbered thereby is situated, in favor of the Collateral and Guarantee Requirement and will takeAgent, or cause for the relevant Loan Party to takebenefit of the Secured Parties, together with such actions other instruments as shall be necessary or appropriate (in the reasonable judgment of the Administrative Agent) to grant create a Lien under applicable law, all of which shall be in form and perfect or record substance reasonably satisfactory to Collateral Agent, which Mortgage and other instruments shall be effective to create and/or maintain a first priority Lien on such Lien, includingMortgaged Property, as the case may be, subject to no Liens other than Permitted Liens and Permitted Encumbrances applicable to such Mortgaged Property; (ii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by a title insurer reasonably acceptable to the Administrative Agent, insuring the Mortgage to be a valid first and subsisting Lien on such Mortgaged Property, free and clear of all defects and encumbrances, other than Permitted Encumbrances; provided however that such title insurance policy may include such general mechanics’ lien exceptions as the title insurer(s) may require, so long as such title insurance policy does not include a title exception identifying any specifically recorded mechanics’ lien that does not constitute a Permitted Encumbrance; (iii) American Land Title Association/American Congress on Surveying and Mapping form plat of survey or such other form plat of survey as is reasonably acceptable to the Administrative Agent, for which all necessary fees (where applicable) have been paid, and dated no more than 90 days before (x) the actions referred Closing Date or (y) the date on which a Mortgage in respect thereof is required to in paragraph be delivered hereby (e) of or such other dates as shall be reasonably acceptable to the definition of “Collateral and Guarantee Requirement” and shall deliver Administrative Agent), certified to the Administrative Agent and the Collateral issuer of the Mortgage Policy pertaining to such Mortgaged Property in a manner reasonably satisfactory to the Administrative Agent signed copies of opinions, addressed by a land surveyor duly registered and licensed in the State in which the Mortgaged Property is located and reasonably acceptable to the Administrative Agent, showing all buildings and other improvements, the Collateral Agent location of any easements, parking areas, rights of way, building set-back lines and other dimensional regulations located on or encumbering such Mortgaged Property, and the absence of encroachments, either by such improvements or on to such property, and other Secured Partiesdefects, of local counsel for the Loan Parties in each jurisdiction where a case, other than (a) Permitted Encumbrances and (b) encroachments and other defects reasonably acceptable to the Administrative Agent; (iv) as to any Mortgaged Property that is locatedLeased Real Property, regarding a copy of the enforceability of each such Mortgage ground lease between the lessor and such other matters as may be reasonably requested the applicable Loan Party, including all amendments thereto, and, unless waived by the Administrative Agent or the Collateral Agentin its sole discretion, (a) an estoppel certificate, and (b) if required by the applicable lease, a consent to the Mortgage encumbering the leasehold interest in such Mortgaged Property, in each case executed by the lessor of such local counsel opinion Mortgaged Property, in form and substance contemplated by the provisions of the applicable lease, or as otherwise acceptable to the Administrative Agent; (v) if required under the law of the State in which the Mortgaged Property is located in order to perfect a security interest in fixtures, a UCC fixture filing naming the applicable Loan Party as debtor, filed in the applicable land records; (vi) to the extent available from the applicable governmental authority with respect to such jurisdiction, a property zoning report from a zoning consultant acceptable to the Administrative Agent or a zoning letter from the applicable governmental authority, dated no more than 90 days before (x) the Closing Date or (y) the date on which a Mortgage in respect thereof is required to be delivered hereby (or such other date as shall be reasonably acceptable to the Administrative Agent), confirming the zoning classification of the Mortgaged Property and that such classification permits the then current use of and improvements on the Mortgaged Property and otherwise in form and substance reasonably acceptable to the Administrative Agent; provided; (vii) policies or certificates of insurance of the type required by Section 5.02; (viii) evidence of flood insurance required by Section 5.02(c), howeverin form and substance reasonably satisfactory to Administrative Agent, that, following Holdings and it being understood that in any event the Borrower’s satisfaction of such requirements, neither Holdings nor the Borrower items required pursuant to this clause (viii) shall be required to repeat, be delivered prior to or cause any Loan Party on the day on which Mortgages are delivered pursuant to repeat, any clause (i) above with respect to each Mortgaged Property; (ix) all such actions in other items as shall be reasonably requested by the event that any Mortgaged Property is transferred Administrative Agent to another Loan Party, so long as create a valid and perfected first priority mortgage Lien on such Mortgaged Property remains Property, including all fixtures, subject only to a perfected or recorded Lien as required by this Section 5.14(b)Permitted Encumbrances and Permitted Liens; and (x) opinions of local counsel for the Loan Parties in states in which the Mortgaged Properties are located, with respect to the enforceability and validity of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent. (c) Each Loan Party shall enter into, and shall cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements with respect to each deposit, securities, commodity or similar account (other than Excluded Accounts) maintained by such Loan Party; provided that each such Loan Party shall have until, (i) with respect to any such accounts of the Loan Parties existing on the Effective Date, the date specified in Schedule 5.14 (or such later date as the Administrative Agent reasonably agrees to in writing) and (ii) with respect to any such accounts opened or acquired by any Loan Party following the Effective Date, the date that is 90 days following the date on which such account is opened or acquired, in each case, to comply with Notwithstanding the provisions of this Section 5.14(c5.15 or any other provision of this Agreement to the contrary, (i) if Borrower elects to designate any Real Property as a Mortgaged Property, and in the event that the expense to the Loan Parties (including, without limitation, attorneys’ fees) of satisfying one or more of the obligations and requirements described in Section 5.15(b)(ii) and/or (iii) is overly burdensome or expensive, or outweighs the incremental security or other benefit that would be conferred upon the Secured Parties if such obligations or requirements were satisfied with respect to the applicable Mortgaged Property or Mortgaged Properties, in each case as determined by the Administrative Agent in its reasonable discretion, then the Loan Parties shall not be required to perform or fulfill such obligations or requirements with respect to the applicable Mortgaged Property or Mortgaged Properties and (ii) in no event shall any Loan Party be required to satisfy the obligations or requirements described in Section 5.15(b)(ii), (iii), (iv), (v) and/or (vi) for Mortgaged Properties constituting Pipeline Systems or Pipeline Real Property. (d) Within three (3) weeks (or such longer period of time acceptable to the Administrative Agent in its sole discretion) immediately following the Closing Date, the Administrative Agent shall have received an Appraisal Report dated no more than thirty (30) days before such date. (e) Within 60 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) immediately following the Closing Date, the Administrative Agent shall have received (i) Phase I report (dated no more than thirty (30) days before such date and in form and substance satisfactory to the Administrative Agent) for the properties located in Baton Rouge, Galveston, and Weirton and (ii) a reliance letter from the Phase I consultants granting reliance to Administrative Agent and Lenders with the Phase Is, environmental compliance audits and reliance letters , each in form and substance reasonably satisfactory to the Administrative Agent.

Certain Post-Closing Obligations. (a) As promptly The Confidentiality Agreement shall terminate effective as practicableof the Closing and, for a period of five (5) years after the Closing, each of Seller Parent and Buyer shall, and shall cause its Subsidiaries to, maintain in confidence any event within non-public information related to the time periods Business (in the case of Seller Parent and its Subsidiaries) or the Retained Business (in the case of Buyer and its Subsidiaries), and to use such non-public information only to the extent necessary to perform their respective obligations pursuant to this Agreement and the other Transaction Documents; provided that such confidentiality obligations shall not apply to information that (A) was or becomes generally available to the public other than as a result of a disclosure by Seller Parent or Buyer, as applicable, in breach of this Agreement, (B) becomes available to Seller Parent or Buyer, as applicable, or its Representatives after the Effective Closing Date specified in Schedule 5.14 on a nonconfidential basis from a source other than the other Party or its Representatives, provided that such source is believed by Seller Parent or Buyer, as applicable, and such Representatives after reasonable inquiry not to be subject to an obligation of confidentiality (whether by agreement or otherwise) to the other Party or its Subsidiaries with respect to such later date information, or (C) was independently developed by Seller Parent or Buyer, as applicable, or its Representatives on behalf of Seller Parent or Buyer, as applicable, without reference to, incorporation of or other use of any such non-public information; provided further, that each of Seller Parent and Buyer may, and may permit its Subsidiaries to, disclose such information: (i) to the Administrative Agent reasonably agrees extent consented to in writingadvance in writing by Xxxxx (in the case of disclosure by Seller Parent or any of its Subsidiaries) or Seller Parent (in the case of disclosure by Buyer or any of its Subsidiaries); (ii) to its Representatives who need to know such information for purposes of the Transactions, including provided that (A) such Representatives agree to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Borrower maintain such information in confidence and each Loan Party(B) Seller Parent or Buyer, as applicable, shall deliver be liable for any breach of the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to terms of this Section 4.01(f), in each case except to the extent otherwise agreed 5.08(a) by the Administrative Agent pursuant to its authority as set forth in the definition of “Collateral and Guarantee Requirement”Representatives; and (b) No later than 120 days following the Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), Holdings and the Borrower shall cause Material Real Property to be subjected to a Lien (subject to Liens permitted hereunderiii) to the extent required by the Collateral and Guarantee Requirement and will takeapplicable Law, Order, stock exchange rule or cause the relevant Loan Party to takeother applicable legal, such actions as shall be necessary to grant and perfect judicial or record such Liengovernmental process (including by deposition, includinginterrogatory, request for documents, subpoena, civil investigative demand or similar process), provided that Seller Parent, Buyer or its Representative, as applicable, will (A) to the actions referred extent legally permitted, provide the other Party with prompt written notice thereof prior to making such disclosure so that such other Party may seek (at such other Party’s sole expense) an appropriate protective order or other assurance that confidential treatment will be accorded to such information, (B) use reasonable best efforts to consult and cooperate (at the other Party’s sole expense) with such other Party to the extent legally permitted with respect to such other Party seeking such a protective order, assurance or other remedy or taking steps to resist or narrow the scope of such requirement and (C) to the extent legally permitted, not oppose any action by the other Party to obtain such a protective order, assurance or other remedy. If a protective order, other reliable assurance or other remedy is not obtained and the terms of this Section 5.08(a)(iii) are not waived by the Party entitled to enforce such terms and subject to the disclosing Party’s compliance with the preceding sentence, the disclosing Party or its Representatives, as the case may be, (A) may disclose such information only to the extent legally required, based on the advice of legal counsel of the disclosing Party or such Representative, (B) will exercise reasonable best efforts (at the other Party’s sole expense) to obtain assurance that confidential treatment will be accorded to such information that is being disclosed and (C) will, to the extent legally permitted, give advance notice to the other Party of the information to be disclosed, or the proposed disclosure itself (as applicable), as far in paragraph advance as is reasonably practicable. (eb) After the Closing Date and for the period set forth on Section 5.08(b) of the definition of “Collateral and Guarantee Requirement” Seller Parent Disclosure Letter, Seller Parent shall, and shall deliver to cause its Subsidiaries to, comply with the Administrative Agent and obligations set forth on Section 5.08(b) of the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the enforceability of each such Mortgage and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; provided, however, that, following Holdings and the Borrower’s satisfaction of such requirements, neither Holdings nor the Borrower shall be required to repeat, or cause any Loan Party to repeat, any such actions in the event that any Mortgaged Property is transferred to another Loan Party, so long as such Mortgaged Property remains subject to a perfected or recorded Lien as required by this Section 5.14(b)Seller Parent Disclosure Letter. (c) Each Loan Party shall enter intoAfter the Closing Date and within the respective periods set forth on Section 5.08(c) of the Seller Parent Disclosure Letter, Buyer shall, and shall cause each depositoryits Subsidiaries to, securities intermediary or commodities intermediary to enter into, Control Agreements with respect to each deposit, securities, commodity or similar account (other than Excluded Accounts) maintained by such Loan Party; provided that each such Loan Party shall have until, (i) with respect to any such accounts of the Loan Parties existing on the Effective Date, the date specified in Schedule 5.14 (or such later date as the Administrative Agent reasonably agrees to in writing) and (ii) with respect to any such accounts opened or acquired by any Loan Party following the Effective Date, the date that is 90 days following the date on which such account is opened or acquired, in each case, to comply with the provisions obligations set forth on Section 5.08(c) of this Section 5.14(c)the Seller Parent Disclosure Letter. (d) After the Closing Date and within the respective periods set forth on Annex C under the heading “Post-Closing Indian Actions”, Buyer shall, and shall cause its Subsidiaries to, comply with the obligations set forth on Annex C under the heading “Post-Closing Indian Actions”.

Certain Post-Closing Obligations. (a) As promptly as practicableCompany shall use reasonable efforts to obtain, and in any event within prior to any Credit Date shall have obtained, a Landlord Personal Property Collateral Access Agreement in respect of each Leasehold Property in which Collateral financed with the time periods after proceeds of Loans made on such Credit Date is or is to be located (other than those in respect of which such has already been delivered prior to the Effective Date specified in Schedule 5.14 pursuant to the Existing Credit Agreement). Each Credit Party shall at all times take all actions necessary to ensure that all Collateral at any Leasehold Property is subject to and specifically covered by a Landlord Personal Property Collateral Access Agreement (with any modifications, amendments or such later date waivers thereof as the Syndication Agent and Administrative Agent reasonably agrees shall, in their sole discretion, approve subject to in writing), including to reasonably accommodate circumstances unforeseen on the remaining provisions of this Section) between Holdings or its relevant Domestic Subsidiary and the then current landlord of such Leasehold Property. Following the Effective Date, Holdingsthe Administrative Agent shall give its approval for any Landlord Personal Property Collateral Access Agreement in respect of any Leasehold Property occupied by Holdings or any of its Domestic Subsidiaries as of the Effective Date and delivered to the Administrative Agent for execution which is in the standard form exhibited to this Agreement, PROVIDED that a Landlord Personal Property Collateral Access Agreement shall also be acceptable to the Administrative Agent in the event that (i) it deviates from such standard form only to provide for any of (1) delivery of all requisite notices to the Collateral Agent and/or to CT Corporation (with an agreement of CT Corporation to forward same to Collateral Agent by overnight mail immediately upon receipt) including satisfactory notice prior to any termination of any relevant lease, (2) at least 30 days access by the Collateral Agent to remove the Collateral (an initial 15 day period renewable for a further 15 days, with the requirement to pay base rent and additional charges (on a non-holdover basis) payable under the applicable lease on a pro rated basis in respect of the second such period being acceptable) and (3) such other amendments or modifications as may be approved by 89 the Administrative Agent and the Syndication Agent in their sole discretion; and (ii) Holdings shall have deposited into the Collateral Access Deposit Account an amount equal to 200% of the aggregate of the monthly base rent and other regular monthly charges payable under the applicable lease (the "COLLATERAL ACCESS DEPOSIT") in respect of each such Landlord Personal Property Collateral Access Agreement which contains deviations from the standard form exhibited to this Agreement which are permitted under clause (i) above. The proceeds of the Collateral Access Deposit Account shall be held in accordance with the terms of the Collateral Access Deposit Agreement but shall be used only (i) to indemnify the Administrative Agent in respect of costs and expenses incurred by it in enforcing or protecting its security interests in Collateral, or (ii) to the extent permitted by the Holdings Senior Notes, following the occurrence and during the continuance of an Event of Default, in discharging the Obligations. The unused balance, if any, in the Collateral Access Deposit Account shall be refunded to the Holdings upon final repayment of all Obligations. On the Effective Date and on each anniversary of the Effective Date, Holdings or Company shall make an additional payment into the Collateral Access Deposit Account equal to the greater of (i) zero and (ii) the difference between (x) 200% of the aggregate total of the one month base rents and other regular monthly charges then payable in relation to all Leasehold Properties in respect of which Collateral Access Deposits have been made, and (y) the aggregate balance of the Collateral Access Deposit Account. It is hereby agreed that references in this Section 5.15(a) to "monthly base rent and other regular monthly charges payable" shall, in calculating the amount of any Collateral Access Deposit or any additional payment with respect thereto, be construed as being the greater of (i) such sums as are provided for in the relevant lease to be paid by the lessee, or (ii) such corresponding sums as are provided for in the relevant lease or the relevant Landlord Personal Property Collateral Access Agreement to be paid by the Collateral Agent (re-calculated if necessary on a monthly basis). Within 15 Business Days of the Effective Date, the Borrower and Company shall deliver (i) a notice to each Loan Partylandlord (and, CT Corporation, if such entity is named as the recipient of notices in the relevant Landlord Personal Property Collateral Access Agreement or the applicable lease) with which a Landlord Personal Property Collateral Access Agreement is in place, notifying such landlord (and, if applicable, shall deliver CT Corporation) of the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken change of Collateral Agent on the Effective Date but for and advising of the proviso to Section 4.01(f), in each case except new notice address of such successor Collateral Agent and (ii) a duly executed Landlord Personal Property Collateral Access Agreement with respect to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of “Collateral and Guarantee Requirement”; andCompany's Leasehold Property at Concord, CA. (b) No later than 120 days At all times following the Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion)Date, Holdings shall immediately make capital contributions to Company in amount by which the aggregate amount of Cash and Cash Equivalents at any time held by Holdings (including for the Borrower avoidance of doubt, the proceeds of the Effective Date Transactions) exceeds $100,000,000. Holdings shall cause Material Real Property to be subjected ensure at all times that all Cash and Cash Equivalents held by it are subject to a Lien (valid and perfected First Priority security interest in favor of the Collateral Agent for the benefit of the Senior Lenders and, subject to Liens permitted hereunder) the provisions of Section 7A, the Holdings Term Loan Lenders. Company and each other Credit Party shall at all times ensure that all Cash and Cash Equivalents held by it are, to the extent required permitted by the Holdings Senior Notes, subject to a valid and perfected First Priority security interest in favor of the Collateral and Guarantee Requirement and will takeAgent for the benefit of the Senior Lenders and, or cause subject to the relevant Loan Party to take, such actions as shall be necessary to grant and perfect or record such Lien, including, as applicableprovisions of Section 7A, the actions referred Holdings Term Loan Lenders; provided that, notwithstanding the 90 foregoing, Cash and Cash Equivalent of up to $1,000,000 held in paragraph any one account and up to $3,000,000 in aggregate for all Credit Parties shall not be required to be subject to such security interests. (ec) On or prior to the Effective Date, Holdings shall have made a Collateral Access Deposit with respect to the Leasehold Property at 000 Xxxxxxxx, Xxxxxx, XX. Within 30 Business Days of the definition of “Collateral Effective Date, Company shall obtain and Guarantee Requirement” and shall deliver to the Administrative Agent and the a Landlord Personal Property Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the enforceability of each such Mortgage and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; provided, however, that, following Holdings and the Borrower’s satisfaction of such requirements, neither Holdings nor the Borrower shall be required to repeat, or cause any Loan Party to repeat, any such actions in the event that any Mortgaged Property is transferred to another Loan Party, so long as such Mortgaged Property remains subject to a perfected or recorded Lien as required by this Section 5.14(b). (c) Each Loan Party shall enter into, and shall cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements Access Agreement with respect to each depositsuch Leasehold Property. Subject to the timely compliance with this Section 5.15(c), securities, commodity Senior Lenders hereby waive any Default or similar account (other than Excluded Accounts) maintained by such Loan Party; provided that each such Loan Party Event of Default which shall have until, (i) occurred and be continuing with respect to any such accounts of the Loan Parties existing on the Effective Date, the date specified in Schedule 5.14 (or such later date as the Administrative Agent reasonably agrees to in writing) and (ii) with respect to any such accounts opened or acquired by any Loan Party following the Effective Date, the date that is 90 days following the date on which such account is opened or acquired, in each case, Company's failure to comply with the provisions requirements of this Section 5.14(c)Agreement or the Existing Credit Agreement in connection with such Leasehold Property.

Certain Post-Closing Obligations. (a) As promptly as practicable, and but in any event within the respective time periods after the Effective Date specified in Schedule 5.14 referred to below (or such later date as the Administrative Agent reasonably agrees to in writingmay agree), including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Borrower and each Loan Partyshall: (a) within thirty (30) days after the Closing Date, as applicable, shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required cause to be delivered or taken on to the Effective Date but for the proviso Agent with respect to Section 4.01(f)such Real Property B (in each case, in each case except form and substance reasonably satisfactory to the extent otherwise agreed Agent): (i) an ALTA or Texas Society of Professional Surveyor’s survey of Real Property B certified to Agent; (ii) a zoning report or other evidence of zoning reasonably satisfactory to the Agent; (iii) a duly executed Mortgage, along with a fixture filing, if applicable in such state; (iv) a lenders’ policy of title insurance with respect thereto, in form and substance, and with an insured amount, reasonably satisfactory to the Agent; (v) an Environmental Indemnity; (vi) existing construction plans and budgets for all Projects at Property B the Borrower expects to initiate or complete after the Closing Date; (vii) a legal opinion with respect to the Mortgage for Property B and the other documents referred to in Section 5.16(a)(iii) above, delivered by the Administrative Agent pursuant to its authority as set forth Borrower’s or such Subsidiary’s counsel in the definition State in which Property B is located; (viii) a copy of “Collateral the construction schedule and Guarantee Requirement”the construction contract(s) for Property B, and an assignment to the Agent of such construction contracts; (ix) an Aassignment of Cconstruction Ccontracts to Agent, together with consent(s) of design professionals to the Agent, including, including with respect to the architect, engineer and general contractor; (x) copies of any utility letters and/or verifications; (xi) copies of all permits and approvals required by any Governmental Authority having jurisdiction over the land where Property B is located; (xii) a Phase I environmental site assessment report, along with a reliance letter in favor of the Agent relating thereto; and (bxiii) No later than 120 days following evidence as to whether Property B is located in an area identified by the Effective Date Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area” (or a similar designation) and, if it is, evidence that Borrower has obtained, with insurance companies as are reasonably satisfactory to Agent, such longer period flood insurance in such reasonable total amount as the Administrative Agent may agree in its sole discretion), Holdings and the Borrower shall cause Material Real Property to be subjected to a Lien (subject to Liens permitted hereunder) to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (e) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the enforceability of each such Mortgage and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agentrequire, and each such local counsel opinion shall be otherwise sufficient to comply with all applicable rules and regulations relating to flood insurance, in form and substance reasonably acceptable to the Administrative Agent; provided, however, that, following Holdings and the Borrower’s satisfaction of such requirements, neither Holdings nor the Borrower shall be required to repeat, or cause any Loan Party to repeat, any such actions in the event that any Mortgaged Property is transferred to another Loan Party, so long as such Mortgaged Property remains subject to a perfected or recorded Lien as required by this Section 5.14(b). (cb) Each Loan Party shall enter intowithin sixty (60) days after the Closing Date, and shall cause each depository, securities intermediary to be delivered to the Agent a Control Agreement (or commodities intermediary an amendment to enter into, the existing Control Agreements Agreement) with respect to each deposit, securities, commodity or similar account (other than Excluded Accounts) maintained by such Loan Party; provided that each such Loan Party shall have until, (i) with respect to any such of the accounts of the Loan Parties existing on maintained at Bank of America, N.A., other than Excluded Deposit Accounts, to the Effective Date, the date specified in Schedule 5.14 (or such later date as the Administrative Agent reasonably agrees to in writing) and (ii) with respect to extent any such accounts opened or acquired (other than Excluded Deposit Accounts) are not covered by any Loan Party following the Effective Date, the date that is 90 days following the date on which such account is opened or acquired, in each case, to comply with the provisions of this Section 5.14(c)an existing Control Agreement.