Common use of Conditions Subsequent to the Closing Date Clause in Contracts

Conditions Subsequent to the Closing Date. The U.S. Borrower agrees to deliver and cause the Subsidiaries to deliver to the Administrative Agent by the dates indicated below (which dates may be extended by the Administrative Agent at its sole discretion, other than in respect of clause (e)) the following: (a) subject to Section 4.01 of the U.S. Security Agreement, within 60 days following the Closing Date, deposit account control agreements (other than with respect to Excluded Accounts), duly executed by each depositary bank referred to in the U.S. Security Agreement; (b) within 60 days following the Closing Date (except as otherwise specified herein), Mortgages covering the Mortgaged Properties, duly executed by Holdings, the U.S. Borrower or the applicable Subsidiary, together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first (subject to Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, and the Liens of the ABL Facility) subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Lenders and that all filing and recording taxes and fees necessary to record the Mortgages in the applicable recording offices have been paid, (ii) with respect to the Mortgaged Properties, fully paid First American Title Insurance Company’s title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages of the Mortgaged Properties to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens except as permitted in this Agreement) and encumbrances, excepting only Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, the Liens of the ABL Facility, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable, (iii) with respect to the Mortgaged Properties, to the extent requested by the Administrative Agent, and within 6 months following the Closing Date (which date may be extended by the Administrative Agent at its sole discretion), American Land Title Association/American Congress on Surveying and Mapping form surveys in form and substance satisfactory to the Administrative Agent for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the filing of the related Mortgage, certified to the Administrative Agent and Royal Abstract Title Insurance Company (or such other title insurance company as may be agreed upon by the U.S. Borrower and the Administrative Agent) in a manner and by a surveyor reasonably satisfactory to the Administrative Agent, (iv) evidence of the insurance required by the terms of the Mortgages, (v) to the extent reasonably requested by the Administrative Agent, favorable opinions of local counsel to Holdings, the U.S. Borrower and the Subsidiaries with respect to the Mortgaged Properties, in form and substance reasonably satisfactory to the Administrative Agent, and (vi) with respect to the Mortgaged Properties, such other consents, agreements and confirmations of third parties as the Administrative Agent may deem reasonably necessary or desirable and evidence that all other actions that the Administrative Agent may deem reasonably necessary or desirable in order to create valid and first subsisting Liens (subject to the Liens permitted under this Agreement) on the property described in the Mortgages has been taken; (c) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; (d) within ten Business Days following the Closing Date (to the extent not previously delivered on the Closing Date), a final insurance certificate in form and substance satisfactory to the Administrative Agent; and (e) within 120 days following the Closing Date, the Collateral Assignment of Contracts in respect of the EM Supply Agreement and the EM Distribution Agreement, duly executed by the parties to such agreements and the Collateral Agent, in form and substance reasonably satisfactory to Collateral Agent, together with executed copies of the EM Supply Agreement and the EM Distribution Agreement that are similar to the agreements delivered to the Arrangers prior to the Closing Date (other than such amendments that are not in any manner materially adverse to the Lenders).

Conditions Subsequent to the Closing Date. The U.S. Borrower agrees to deliver and cause the Subsidiaries to deliver to the Administrative Agent by the dates indicated below (which dates may be extended by the Administrative Agent at its sole discretion, other than in respect of clause (e)) the following: (a) subject to Section 4.01 of the U.S. Security Agreement, within 60 90 days following the Closing DateDate (or such later date agreed to by the Administrative Agent in its sole discretion), deposit account control agreements (other than with respect and, to Excluded Accounts)the extent reasonably requested by the Administrative Agent, securities account control agreements referred to in the Security Agreement, duly executed by each depositary bank or securities intermediary referred to in the U.S. Security Agreement; (b) within 60 90 days following the Closing Date (or such later date agreed to by the Administrative Agent in its sole discretion), except as otherwise specified herein), Mortgages covering the Mortgaged PropertiesProperties existing on the Closing Date, duly executed by Holdingsthe Parent, the U.S. Borrower or the applicable Subsidiary, together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first (subject to Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, and the Liens of the ABL Facility) subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Lenders and that all filing and recording taxes and fees necessary to record the Mortgages in the applicable recording offices have been paid, (ii) with respect to the such Mortgaged PropertiesProperties with an assessed value in excess of $1,750,000, fully paid First American Land Title Insurance CompanyAssociation lender’s title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by title insurers reasonably acceptable to the Administrative Agentbe agreed, insuring the Mortgages of the any Mortgaged Properties with an assessed value in excess of $3,000,000 to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens except as permitted in this Agreement) and encumbrancesLiens, excepting only Permitted Encumbrances and all other Liens permitted under pursuant to Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, the Liens of the ABL Facility, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable6.02, (iii) with respect to the Mortgaged Properties, to the extent requested by the Administrative Agent, and within 6 months following the Closing Date (which date may be extended by the Administrative Agent at its sole discretion), American Land Title Association/American Congress on Surveying and Mapping form surveys in form and substance satisfactory to the Administrative Agent for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the filing of the related Mortgage, certified to the Administrative Agent and Royal Abstract Title Insurance Company (or such other title insurance company as may be agreed upon by the U.S. Borrower and the Administrative Agent) in a manner and by a surveyor reasonably satisfactory to the Administrative Agent, (iv) evidence of the insurance required by the terms of the Mortgages, (viv) to the extent reasonably requested by the Administrative Agent, favorable opinions of local counsel to Holdingsthe Parent, the U.S. Borrower and the Subsidiaries with respect to the Mortgaged Properties, in form and substance reasonably satisfactory to the Administrative Agent, (v) with respect to each such Mortgaged Property, flood insurance in such total amount as the Administrative Agent may from time to time reasonably require, if at any time the area in which any improvements located on any such Mortgaged Property is designated a “special flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended from time to time. Any such insurance policy shall have a term ending not later than the maturity of the Loans. With respect to any such Mortgaged Property that is located in such “special flood hazard area”, the Administrative Agent shall have received confirmation that the Borrower has received the notice required pursuant to Section 208.25(i) of Regulation H of the Board, and (vi) with respect to the Mortgaged Properties, such other consents, agreements and confirmations of third parties as the Administrative Agent may deem reasonably necessary or desirable and evidence that all other actions that the Administrative Agent may reasonably deem reasonably necessary or desirable in order to create valid and first subsisting Liens (subject to the Liens permitted under this Agreement) on the property described in the Mortgages has been taken; (c) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; (d) within ten Business Days following the Closing Date (to the extent not previously delivered on the Closing Date), a final insurance certificate in form and substance satisfactory to the Administrative Agent; and (e) within 120 days following the Closing Date, the Collateral Assignment of Contracts in respect of the EM Supply Agreement and the EM Distribution Agreement, duly executed by the parties to such agreements and the Collateral Agent, in form and substance reasonably satisfactory to Collateral Agent, together with executed copies of the EM Supply Agreement and the EM Distribution Agreement that are similar to the agreements delivered to the Arrangers prior to the Closing Date (other than such amendments that are not in any manner materially adverse to the Lenders).

Conditions Subsequent to the Closing Date. The U.S. (a) Within 60 days after the Closing Date (PROVIDED that so long as the Borrower agrees shall have used commercially reasonable efforts to deliver and cause satisfy the Subsidiaries conditions set forth below within such 60-day period, the Administrative Agent shall, upon the request of the Borrower, extend the 60-day period for such additional period as shall be requested by the Borrower, not to deliver exceed 60 additional days; PROVIDED FURTHER, that any additional extensions thereafter shall be subject to the approval of the Required Lenders), furnish to the Administrative Agent by deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust (subject to SECTION 6.18(a)(vii)), as applicable, in substantially the dates indicated below form of EXHIBIT H hereto (which dates with such changes as may be extended by reasonably satisfactory to the Administrative Agent at its sole discretionand the Borrower and their respective counsel to account for local law matters), other than in respect covering the Real Property Collateral (together with the Assignments of clause (e)) Leases and Rents referred to therein, as amended, the following: (a) subject to Section 4.01 of the U.S. Security Agreement, within 60 days following the Closing Date, deposit account control agreements (other than with respect to Excluded Accounts"MORTGAGES"), duly executed by each depositary bank referred to in the U.S. Security Agreement; (b) within 60 days following the Closing Date (except as otherwise specified herein), Mortgages covering the Mortgaged Properties, duly executed by Holdings, the U.S. Borrower or the applicable Subsidiaryappropriate Loan Party, together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first (subject to Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, and the Liens of the ABL Facility) subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Lenders Secured Parties and that all filing and recording taxes and fees necessary to record the Mortgages in the applicable recording offices have been paid, (ii) with respect to the Mortgaged PropertiesOwned Real Property Collateral, fully paid First American Land Title Insurance Company’s Association Lender's Extended Coverage title insurance policies (the “Mortgage Policies”"MORTGAGE POLICIES") in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by title insurers reasonably acceptable to the Administrative AgentChicago Title Insurance Company, insuring the Mortgages of the Mortgaged Properties Owned Real Property Collateral to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ ' and materialmen’s Liens except as permitted in this Agreement's Liens) and encumbrances, excepting only Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, the Liens of the ABL FacilityEncumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ ' and materialmen’s 's Liens) and such direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable, (iii) with respect to the Mortgaged Properties, to the extent requested by the Administrative Agent, and within 6 months following the Closing Date (which date may be extended by the Administrative Agent at its sole discretion)Owned Real Property Collateral, American Land Title Association/American Congress on Surveying and Mapping form surveys in form and substance satisfactory to the Administrative Agent for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the filing of the related Mortgage, certified to the Administrative Agent and Royal Abstract Chicago Title Insurance Company (or such other title insurance company as may be agreed upon by the U.S. Borrower and the Administrative Agent) in a manner and by a surveyor reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the Owned Real Property Collateral described in such surveys is located and reasonably acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent or for which affirmative insurance coverage is provided by the Mortgage Policies, (iv) evidence of the insurance required by the terms of the Mortgages, (v) estoppel certificates executed by the tenants of the Material Real Property Subleases. Notwithstanding anything to the extent reasonably requested contrary in this Agreement, if the Borrower shall fail to obtain an estoppel certificate with respect to any Material Real Property Sublease within the specified time period, after using commercially reasonable efforts to do so (as defined in SECTION 6.18(a)(vii) below), the Borrower shall have no further obligation to execute and deliver to the Administrative Agent the same and the condition set forth in this SECTION 6.18 with respect thereto shall be deemed to be satisfied by the Borrower. The Borrower shall promptly, upon request, provide the Administrative Agent, Agent with a report in reasonable detail summarizing the commercially reasonable efforts undertaken to obtain the estoppel certificates referenced in this SECTION 6.18(a)(v), (vi) favorable opinions of local counsel to Holdingsthe Loan Parties, in substantially the U.S. Borrower forms of EXHIBITS I-2 and I-3 hereto and otherwise in form and substance reasonably satisfactory to the Subsidiaries Administrative Agent, (vii) with respect to the Mortgaged PropertiesLeased Real Property Collateral, the Borrower shall use commercially reasonable efforts to obtain estoppel and consent agreements, in form and substance reasonably satisfactory to the Administrative Agent, andexecuted by each of the lessors of the Leased Real Property Collateral, along with (x) a memorandum of lease in recordable form with respect to such leasehold interest in the Leased Real Property Collateral, executed and acknowledged by the owner of the affected Leased Real Property Collateral, as lessor, or (y) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary, in the Administrative Agent's reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest. Notwithstanding anything to the contrary in this Agreement, if the Borrower shall fail to obtain the foregoing documents with respect to any Leased Real Property Collateral within the specified time period, after using commercially reasonable efforts to do so, the Borrower shall have no further obligation to execute and deliver to the Administrative Agent any Mortgage with respect to the applicable Leased Real Property Collateral and the condition set forth in this SECTION 6.18 with respect thereto shall be deemed to be satisfied by the Borrower. As used in this SECTION 6.18(a) and (b), "commercially reasonable efforts" shall require the Borrower to commence and prosecute the matter referred to with diligence and in a manner consistent with customary business practices, but shall not require that the Borrower expend any sums of money except such sums which are designed to compensate a lessor for reasonable expenses in reviewing the applicable documentation (including reasonable legal fees). The Borrower shall promptly, upon request, provide the Administrative Agent with a report in reasonable detail summarizing the commercially reasonable efforts undertaken to obtain the items referenced in this SECTION 6.18(a)(vii), (viviii) with respect to the Mortgaged PropertiesCollateral Access Leases, the Borrower shall use commercially reasonable efforts to obtain collateral access agreements, in form and substance reasonably satisfactory to the Administrative Agent, in each case, executed by the lessor under the applicable Collateral Access Lease. Notwithstanding anything to the contrary in this Agreement, if the Borrower shall fail to obtain the collateral access agreement with respect to any Collateral Access Lease within the specified time period, after using commercially reasonable efforts to do so, the Borrower shall have no further obligation to execute and deliver to the Administrative Agent the same and the condition set forth in this SECTION 6.18 with respect thereto shall be deemed to be satisfied by the Borrower. The Borrower shall promptly, upon request, provide the Administrative Agent with a report in reasonable detail summarizing the commercially reasonable efforts undertaken to obtain the collateral access agreements referenced in this SECTION 6.18(a)(viii), and (ix) with respect to the Real Property Collateral, such other consents, agreements and confirmations of third parties as the Administrative Agent may deem reasonably necessary or desirable and evidence that all other actions that the Administrative Agent may deem reasonably necessary or desirable in order to create valid first and first subsisting Liens (subject to the Liens permitted under this Agreement) on the property described in the Mortgages has been taken;. (b) The parties acknowledge that, as a condition to encumbering the Owned Real Property located at 0000 Xxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxxx, the Borrower or its applicable Subsidiary is required to obtain the prior written consent of the City of Chicago thereto. If the Borrower shall fail to obtain the such consent from the City of Chicago within 90 days after the Closing Date, after using commercially reasonable efforts to do so, the Borrower shall have no further obligation to execute and deliver to the Administrative Agent any Mortgage with respect to the Owned Real Property located at 0000 Xxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxxx and the condition set forth in this SECTION 6.18 with respect thereto shall be deemed to be satisfied by the Borrower. (c) evidence Within 75 days after the Closing Date (which time period may be extended by an additional 120 days at the sole discretion of flood insurance with respect the Administrative Agent), the Borrower shall furnish to each Flood Hazard Property that is located in a community that participates the Administrative Agent Account Control Agreements (as defined in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, Security Agreement) or such other "control agreements" in form and substance reasonably satisfactory to the Administrative Agent covering all of the Loan Parties' Account Collateral Agent;or Security Collateral (each as defined in the Security Agreement), but subject in any case to SECTION 5 of the Security Agreement. (d) within ten Business Days following the Closing Date (to the extent not previously delivered on the Closing Date), a final insurance certificate in form and substance satisfactory to the Administrative Agent; and (e) within 120 Within 180 days following after the Closing Date, the Collateral Assignment of Contracts in Borrower shall furnish to the Administrative Agent Local Law Perfection Documents with respect of to the EM Supply Agreement and the EM Distribution Agreement, duly executed Equity Interests maintained by the parties Loan Parties in Solo Cup Denmark ApS, an entity incorporated under the laws of Denmark. (e) Within fifteen Business Days after the Closing Date, the Borrower shall furnish to such agreements and the Collateral Administrative Agent, in form and substance evidence reasonably satisfactory to Collateral Agent, together with executed copies of the EM Supply Agreement and Administrative Agent that the EM Distribution Agreement that are similar equipment subject to the agreements delivered to Sale/Leaseback Transaction shall have been repurchased by the Arrangers prior to Borrower or any Loan Party and that the Closing Date (other than such amendments that are not in trust arrangements and any manner materially adverse to the Lenders)and all Liens related thereto shall have been terminated or released.

Conditions Subsequent to the Closing Date. The U.S. Borrower agrees to deliver and cause the Subsidiaries to deliver Subject to the Administrative Agent by Agreed Security Principles, as soon as is reasonably practicable following the dates indicated below Closing Date and in any event within 90 days thereafter (which dates or such longer period as may be extended agreed by the Administrative Agent at its sole discretionAgent, other than acting reasonably and specifically in respect the case of clause (e)) below and in respect of any filings or registrations required to perfect Liens granted by a Guarantor incorporated or registered under the following:laws of Hong Kong in the case of paragraph (c) below, such longer period as is reasonably required following the Closing Date): (a) subject the Administrative Agent shall have received accessions to the Guaranty as required pursuant to Section 4.01 9.11 of the U.S. Security Agreement, within 60 days following the Closing Date, deposit account control agreements (other than with respect to Excluded Accounts), duly executed by each depositary bank referred to in the U.S. Security this Agreement; (b) within 60 days following the Global Collateral Agent and the Taiwan Collateral Agent, as applicable, shall have received (i) to the extent that the Global Collateral Agent has reasonably determined (based on the advice of counsel in each relevant jurisdiction) that the security documents that secure the Original Revolving Credit Facility and the Super Priority Notes as of the Closing Date may continue in force and effect to secure the obligations of the Borrowers under this Agreement, confirmation that such security documents remain in full force and effect and (except ii) to the extent that the Global Collateral Agent has reasonably determined (based on the advice of counsel in each relevant jurisdiction) that amendments or replacements of the security documents that secure the Original Revolving Credit Facility and the Super Priority Notes as otherwise specified herein)of the Closing Date are required in order to ensure that the obligations of the Borrowers under this Agreement are secured on a pari passu basis with the Super Priority Notes, Mortgages covering then copies of each such required amended or replaced agreement, executed and delivered by a duly authorized signatory of each party thereto; provided that the Mortgaged Propertiesparties hereto agree that no such confirmation, duly executed amendment or replacement will be necessary in respect of security documents governed by HoldingsJapanese law; (c) the Global Collateral Agent and the Taiwan Collateral Agent, as applicable, shall have received all documents and instruments, including Uniform Commercial Code or other applicable personal property and fixture security financing statements, required by Law or reasonably requested by a Collateral Agent, as applicable, to be filed, registered or recorded in any relevant jurisdiction to create the Liens intended to be created by the Security Documents and perfect such Liens to the extent required by, and with the priority required by, the U.S. Borrower Security Documents, shall have been filed, registered or recorded or delivered to such Collateral Agent for filing, registration or recording, subject to the applicable Subsidiary, together with:Agreed Security Principles; (d) the Administrative Agent shall have received the executed legal opinions of (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first (subject to Permitted Encumbrances and all Liens permitted under Section 6.02 with respect special German counsel to the property in question and subject to the Intercreditor Agreement, and the Liens of the ABL Facility) subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Lenders and that all filing and recording taxes and fees necessary to record the Mortgages in the applicable recording offices have been paid, (ii) with respect to the Mortgaged Properties, fully paid First American Title Insurance Company’s title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages of the Mortgaged Properties to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens except as permitted in this Agreement) and encumbrances, excepting only Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, the Liens of the ABL Facility, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable, (iii) with respect to the Mortgaged Properties, to the extent requested by the Administrative Agent, and within 6 months following the Closing Date (which date may be extended by the Administrative Agent at its sole discretion), American Land Title Association/American Congress on Surveying and Mapping form surveys in form and substance satisfactory to the Administrative Agent for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the filing of the related Mortgage, certified to the Administrative Agent and Royal Abstract Title Insurance Company (or such other title insurance company as may be agreed upon by the U.S. Borrower and the Administrative Agent) in a manner and by a surveyor Borrowers reasonably satisfactory to the Administrative Agent, , (ivii) evidence of the insurance required by the terms of the Mortgages, (v) special Dutch counsel to the extent Borrowers reasonably requested by satisfactory to the Administrative Agent, favorable opinions of local (iii) special French counsel to Holdingsthe Lenders, the U.S. Borrower and the Subsidiaries with respect (iv) special Hong Kong counsel to the Mortgaged PropertiesLenders, (v) special Philippines counsel to the Lenders, (vi) special Singapore counsel to the Lender, (vii) special Taiwan counsel to the Lenders, (viii) special Taiwan counsel to the Borrowers reasonably satisfactory to the Administrative Agent, (ix) special Thailand counsel to the Lenders, (x) special English counsel to the Lenders, (xi) special Arizona counsel to the Borrowers reasonably satisfactory to the Administrative Agent and (xii) special New York counsel to the Borrowers, in each case in substantially the same form and substance as provided under and in connection with the Original Revolving Credit Agreement or otherwise in form and substance reasonably satisfactory to the Administrative AgentAgent and, and (vi) with respect in each case, to the Mortgaged Propertiesextent applicable to entities that are Credit Parties. The Borrowers, such the other consents, agreements Credit Parties and confirmations of third parties as the Administrative Agent may deem reasonably necessary or desirable and evidence that all other actions that the Administrative Agent may deem reasonably necessary or desirable in order hereby instruct counsel to create valid and first subsisting Liens (subject to the Liens permitted under this Agreement) on the property described in the Mortgages has been taken; (c) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; (d) within ten Business Days following the Closing Date (to the extent not previously delivered on the Closing Date), a final insurance certificate in form and substance satisfactory to the Administrative Agentdeliver such legal opinions; and (e) within 120 days following NXP Semiconductors Singapore Pte. Ltd. shall progress the Closing Datenecessary “whitewash” procedures under Section 76 of the Companies Act (Chapter 50 of Singapore) in Singapore. Once the necessary “whitewash” procedures are completed, the Collateral Assignment of Contracts securities (referred to in clause (b) above) and the Guaranty granted by NXP Semiconductors Singapore Pte Ltd. (pursuant to clause (a) above) will effectively secure all Secured Obligations in respect of the EM Supply Agreement and the EM Distribution Agreement, duly executed by the parties to such agreements and the Collateral Agent, in form and substance reasonably satisfactory to Collateral Agent, together with executed copies of the EM Supply Agreement and the EM Distribution Agreement that are similar to the agreements delivered to the Arrangers prior to the Closing Date (other than such amendments that are not in any manner materially adverse to the Lenders)liabilities or obligations.

Conditions Subsequent to the Closing Date. The U.S. Borrower agrees to deliver and cause the Subsidiaries to deliver to the Administrative Agent by the dates indicated below (which dates may be extended for up to an additional 90 days by the Administrative Agent at its sole discretion, other than in respect of clause (e)) the following: (a) subject to Section 4.01 of the U.S. Security Agreement, within 60 45 days following the Closing Date, deposit account control agreements (other than with respect and, to Excluded Accounts)the extent reasonably requested by the Collateral Agent, securities account control agreements referred to in the Security Agreement, duly executed by each depositary bank or securities intermediary referred to in the U.S. Security Agreement; (b) within 60 days following the Closing Date (except as otherwise specified herein), Mortgages covering the Mortgaged Properties, duly executed by Holdingsthe Parent, the U.S. Borrower or the applicable Subsidiary, together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first (subject to Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, and the Liens of the ABL Facility) subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Lenders and that all filing and recording taxes and fees necessary to record the Mortgages in the applicable recording offices have been paid, (ii) with respect to the Mortgaged Properties, fully paid First American Land Title Insurance CompanyAssociation Lender’s title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages of the Mortgaged Properties to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens except as permitted in this AgreementLiens) and encumbrances, excepting only Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, the Liens of the ABL FacilityEncumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable, (iii) with respect to the Mortgaged Properties, to the extent requested by the Administrative Agent, and within 6 months following the Closing Date (which date may be extended by up to an additional 90 days by the Administrative Agent at its sole discretion), American Land Title Association/American Congress on Surveying and Mapping form surveys in form and substance satisfactory to the Administrative Agent for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the filing of the related Mortgage, certified to the Administrative Agent and Royal Abstract First American Title Insurance Company (or such other title insurance company as may be agreed upon by the U.S. Borrower and the Administrative Agent) in a manner and by a surveyor reasonably satisfactory to the Administrative Agent, (iv) evidence of the insurance required by the terms of the Mortgages, (v) to the extent reasonably requested by the Administrative Agent, favorable opinions of local counsel to Holdingsthe Parent, the U.S. Borrower and the Subsidiaries with respect to the Mortgaged Properties, in form and substance reasonably satisfactory to the Administrative Agent, and (vi) with respect to the Mortgaged Properties, such other consents, agreements and confirmations of third parties as the Administrative Agent may deem reasonably necessary or desirable and evidence that all other actions that the Administrative Agent may deem reasonably necessary or desirable in order to create valid and first subsisting Liens (subject to the Liens permitted under this Agreement) on the property described in the Mortgages has been taken; (c) within 30 days following the Closing Date, either (i) evidence that procedures for dissolution of flood insurance ACS Television, L.L.C. have commenced with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations Secretary of State of the Board state of Governors its formation or (ii) an executed counterpart of the Federal Reserve Systemapplicable Security Documents duly executed by ACS Television, in form and substance reasonably satisfactory to Collateral Agent;L.L.C.; and (d) within ten 5 Business Days following the Closing Date (to the extent not previously delivered on the Closing Date), a final insurance certificate in form and substance satisfactory to the Administrative Agent; and (e) within 120 days following Agent and other evidence requested by the Closing Date, Administrative Agent that the Collateral Assignment of Contracts in respect of the EM Supply Agreement insurance required by Section 5.07 and the EM Distribution Agreement, duly executed by the parties to such agreements and the Collateral Agent, Security Agreement is in form and substance reasonably satisfactory to Collateral Agent, together with executed copies of the EM Supply Agreement and the EM Distribution Agreement that are similar to the agreements delivered to the Arrangers prior to the Closing Date (other than such amendments that are not in any manner materially adverse to the Lenders)effect.

Conditions Subsequent to the Closing Date. The U.S. Borrower agrees to deliver and cause (i) Within 210 days after the Subsidiaries to deliver Closing Date, furnish to the Administrative Agent by deeds of trust, trust deeds and mortgages in substantially the dates indicated below (which dates may be extended by form of Exhibit F and covering the Administrative Agent at its sole discretion, other than in respect of clause (e)) the following: (a) subject to Section 4.01 all fee simple properties of the U.S. Security Agreement, within 60 days following the Closing Date, deposit account control agreements (other than with respect to Excluded AccountsBorrower and its Subsidiaries listed on Schedule 5.01(x)(i), duly executed by each depositary bank referred to in the U.S. Security Agreement; (b) within 60 days following the Closing Date (except as otherwise specified herein), Mortgages covering the Mortgaged Properties, duly executed by Holdings, the U.S. Borrower or the applicable SubsidiaryBorrower, together with: (iA) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first (subject to Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, and the Liens of the ABL Facility) subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Lenders and that all filing and recording taxes and fees necessary to record the Mortgages in the applicable recording offices have been paid, (ii) with respect to the Mortgaged Properties, fully paid First American Land Title Insurance Company’s Association Lender's Extended Coverage title insurance policies or in lieu thereof binding commitments therefor (the “"Mortgage Policies”") in form and substance, with endorsements and in amounts reasonably amount, acceptable to the Administrative Agent, issued issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages of the Mortgaged Properties to be valid first and subsisting Liens on the property described thereinproperties listed on Schedule 5.01(x)(i), free and clear of all defects (including, but not limited to, mechanics’ ' and materialmen’s Liens except as permitted in this Agreement's Liens) and encumbrances, excepting only Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, the Liens of the ABL FacilityEncumbrances, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ ' and materialmen’s 's Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable, (iiiB) with respect American Land Title Association form surveys for each of the properties listed on Schedule 5.01(x)(i), dated no more than 60 days before the date of recordation of the applicable Mortgage, certified to the Mortgaged Properties, Administrative Agent and the issuer of the Mortgage Policies in a manner satisfactory to the extent requested Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Administrative Agent, and within 6 months following the Closing Date (which date may be extended by the Administrative Agent at its sole discretion), American Land Title Association/American Congress on Surveying and Mapping form surveys in form and substance satisfactory to the Administrative Agent for which all necessary fees Agent. (where applicableC) have been paid, and dated no more than 30 days before the filing an appraisal of each of the related Mortgageproperties indicated on Schedule 5.01 (x)(i), certified which appraisals shall be from Xxxxxxxx & Xxxxxxx or any other Person acceptable to the Administrative Agent Lender Parties and Royal Abstract Title Insurance Company (or such other title insurance company as may be agreed upon by the U.S. Borrower otherwise in form and the Administrative Agent) in a manner and by a surveyor reasonably substance satisfactory to the Administrative AgentLender Parties, (ivD) evidence of the insurance required by the terms of the Mortgages,this Agreement, and (vE) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to create valid first and subsisting Liens on the properties listed on Schedule 5.01(x)(i) has been taken or that the necessary steps for such action have been taken. (ii) To the extent reasonably requested by not previously delivered to the Administrative Agent, favorable opinions of local counsel furnish to Holdingsthe Administration Agent within 60 days after the Closing Date (A) environmental database searches, with results acceptable to the U.S. Borrower and the Subsidiaries Administrative Agent, with respect to the Mortgaged Propertiesproperties acquired since November 28, 1997, and (B) completed ASTM Environmental Site Assessment Transaction Screen Questionnaires, with results acceptable to the Administrative Agent, with respect to the properties acquired since November 28, 1997. (iii) Within 30 days after the Closing Date, furnish to the Administrative Agent with respect to each of the real properties located in Florida listed on Schedule 3.01(k)(xii) hereto: (A) Final Mortgage Policies delivered pursuant to Section 3.01(k)(xii) reissued by the title issuer without survey exceptions in form and substance reasonably satisfactory substance, with endorsements and in amount, acceptable to the Administrative Agent, and (viB) with respect American Land Title Association form surveys for each of the properties listed on Schedule 3.01(k)(xii), dated no more than 60 days before the day of the Initial Extension of Credit, certified to the Mortgaged Properties, such other consents, agreements and confirmations of third parties as the Administrative Agent may deem reasonably necessary or desirable and evidence that all other actions that the issuer of the Mortgage Policies in a manner satisfactory to the Administrative Agent may deem reasonably necessary or desirable by a land surveyor duly registered and licensed in order to create valid and first subsisting Liens (subject to the Liens permitted under this Agreement) on States in which the property described in the Mortgages has been taken; (c) evidence of flood insurance with respect to each Flood Hazard Property that such surveys is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; (d) within ten Business Days following the Closing Date (acceptable to the extent not previously delivered on the Closing Date)Administrative Agent, a final insurance certificate in form and substance satisfactory to the Administrative Agent; and. (eiv) within 120 Within thirty (30) days following after the Closing Date, furnish to the Collateral Assignment Administrative Agent copies of Contracts in respect confirmatory deeds or certificates of the EM Supply Agreement and the EM Distribution Agreement, duly executed merger evidencing that all property held by the parties to such agreements and the Collateral Agent, in form and substance reasonably satisfactory to Collateral Agent, together with executed copies of the EM Supply Agreement and the EM Distribution Agreement that are similar to the agreements delivered to the Arrangers prior to Borrower or Captain D's Properties on the Closing Date relating to a "Shoney's" restaurant has been transferred to Shoney's, Inc. or one of its Affiliates (other than such amendments that are not in any manner materially adverse to the LendersBorrower or its Subsidiaries).

Conditions Subsequent to the Closing Date. The U.S. (a) Within 60 days after the Closing Date (provided that so long as the Borrower agrees shall have used commercially reasonable efforts to deliver and cause satisfy the Subsidiaries conditions set forth below within such 60–day period, the Administrative Agent shall, upon the request of the Borrower, extend the 60–day period for such additional period as shall be requested by the Borrower, not to deliver exceed 60 additional days; provided further, that any additional extensions thereafter shall be subject to the approval of the Required Lenders), furnish to the Administrative Agent by deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust (subject to Section 6.18(a)(vii)), as applicable, in substantially the dates indicated below form of Exhibit G hereto (which dates with such changes as may be extended by reasonably satisfactory to the Administrative Agent at its sole discretionand the Borrower and their respective counsel to account for local law matters), other than in respect covering the Real Property Collateral (together with the Assignments of clause (e)) Leases and Rents referred to therein, as amended, the following: (a) subject to Section 4.01 of the U.S. Security Agreement, within 60 days following the Closing Date, deposit account control agreements (other than with respect to Excluded Accounts“Mortgages”), duly executed by each depositary bank referred to in the U.S. Security Agreement; (b) within 60 days following the Closing Date (except as otherwise specified herein), Mortgages covering the Mortgaged Properties, duly executed by Holdings, the U.S. Borrower or the applicable Subsidiaryappropriate Loan Party, together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first second (subject to Permitted Encumbrances and all Liens permitted under Section 6.02 with respect only to the property first priority Lien in question and subject to the Intercreditor Agreement, and the Liens respect of the ABL FacilityFirst Lien Loan Documents and Permitted Encumbrances) and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Lenders Secured Parties and that all filing and recording taxes and fees necessary to record the Mortgages in the applicable recording offices have been paid, (ii) with respect to the Mortgaged PropertiesOwned Real Property Collateral, fully paid First American Land Title Insurance CompanyAssociation Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by title insurers reasonably acceptable to the Administrative AgentChicago Title Insurance Company, insuring the Mortgages of the Mortgaged Properties Owned Real Property Collateral to be valid second (subject only to the first priority Lien in respect of the First Lien Loan Documents and Permitted Encumbrances) and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens except as permitted in this AgreementLiens) and encumbrances, excepting only Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, the Liens of the ABL Facility, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable, (iii) with respect to the Mortgaged Properties, to the extent requested by the Administrative Agent, and within 6 months following the Closing Date (which date may be extended by the Administrative Agent at its sole discretion)Owned Real Property Collateral, American Land Title Association/American Congress on Surveying and Mapping form surveys in form and substance satisfactory to the Administrative Agent for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the filing of the related Mortgage, certified to the Administrative Agent and Royal Abstract Chicago Title Insurance Company (or such other title insurance company as may be agreed upon by the U.S. Borrower and the Administrative Agent) in a manner and by a surveyor reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the Owned Real Property Collateral described in such surveys is located and reasonably acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent or for which affirmative insurance coverage is provided by the Mortgage Policies; provided, however, that no survey shall be required with respect to any property for which the related Mortgage Policy contains no exception for matters that would be disclosed on a land survey other than those matters disclosed in the surveys delivered pursuant to Section 6.18(a)(iii) of the First Lien Credit Agreement, (iv) evidence of the insurance required by the terms of the Mortgages, (v) estoppel certificates executed by the tenants of the Material Real Property Subleases. Notwithstanding anything to the extent reasonably requested contrary in this Agreement, if the Borrower shall fail to obtain an estoppel certificate with respect to any Material Real Property Sublease within the specified time period, after using commercially reasonable efforts to do so (as defined in Section 6.18(a)(vii) below), the Borrower shall have no further obligation to execute and deliver to the Administrative Agent the same and the condition set forth in this Section 6.18 with respect thereto shall be deemed to be satisfied by the Borrower. The Borrower shall promptly, upon request, provide the Administrative Agent, Agent with a report in reasonable detail summarizing the commercially reasonable efforts undertaken to obtain the estoppel certificates referenced in this Section 6.18(a)(v), (vi) favorable opinions of local counsel to Holdingsthe Loan Parties, in substantially the U.S. Borrower forms of Exhibits H-2 and H-3 hereto and otherwise in form and substance reasonably satisfactory to the Subsidiaries Administrative Agent, (vii) with respect to the Mortgaged PropertiesLeased Real Property Collateral, the Borrower shall use commercially reasonable efforts to obtain estoppel and consent agreements, in form and substance reasonably satisfactory to the Administrative Agent, andexecuted by each of the lessors of the Leased Real Property Collateral, along with (x) a memorandum of lease in recordable form with respect to such leasehold interest in the Leased Real Property Collateral, executed and acknowledged by the owner of the affected Leased Real Property Collateral, as lessor, or (y) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary, in the Administrative Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest. Notwithstanding anything to the contrary in this Agreement, if the Borrower shall fail to obtain the foregoing documents with respect to any Leased Real Property Collateral within the specified time period, after using commercially reasonable efforts to do so, the Borrower shall have no further obligation to execute and deliver to the Administrative Agent any Mortgage with respect to the applicable Leased Real Property Collateral and the condition set forth in this Section 6.18 with respect thereto shall be deemed to be satisfied by the Borrower. As used in this Section 6.18(a) and Section 6.18(b), “commercially reasonable efforts” shall require the Borrower to commence and prosecute the matter referred to with diligence and in a manner consistent with customary business practices, but shall not require that the Borrower expend any sums of money except such sums which are designed to compensate a lessor for reasonable expenses in reviewing the applicable documentation (including reasonable legal fees). The Borrower shall promptly, upon request, provide the Administrative Agent with a report in reasonable detail summarizing the commercially reasonable efforts undertaken to obtain the items referenced in this Section 6.18(a)(vii), (viviii) with respect to the Mortgaged PropertiesCollateral Access Leases, the Borrower shall use commercially reasonable efforts to obtain collateral access agreements, in form and substance reasonably satisfactory to the Administrative Agent, in each case, executed by the lessor under the applicable Collateral Access Lease. Notwithstanding anything to the contrary in this Agreement, if the Borrower shall fail to obtain the collateral access agreement with respect to any Collateral Access Lease within the specified time period, after using commercially reasonable efforts to do so, the Borrower shall have no further obligation to execute and deliver to the Administrative Agent the same and the condition set forth in this Section 6.18 with respect thereto shall be deemed to be satisfied by the Borrower. The Borrower shall promptly, upon request, provide the Administrative Agent with a report in reasonable detail summarizing the commercially reasonable efforts undertaken to obtain the collateral access agreements referenced in this Section 6.18(a)(viii), and (ix) with respect to the Real Property Collateral, such other consents, agreements and confirmations of third parties as the Administrative Agent may deem reasonably necessary or desirable and evidence that all other actions that the Administrative Agent may deem reasonably necessary or desirable in order to create valid second (subject only to the first priority Lien in respect of the First Lien Loan Documents and first Permitted Encumbrances) and subsisting Liens (subject to the Liens permitted under this Agreement) on the property described in the Mortgages has been taken;. (cb) evidence Within 75 days after the Closing Date (which time period may be extended by an additional 120 days at the sole discretion of flood insurance with respect the Administrative Agent), the Borrower shall furnish to each Flood Hazard Property that is located in a community that participates the Administrative Agent Account Control Agreements (as defined in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, Security Agreement) or such other “control agreements” in form and substance reasonably satisfactory to the Administrative Agent covering all of the Loan Parties’ Account Collateral Agent;or Security Collateral (each as defined in the Security Agreement), but subject in any case to Section 5 of the Security Agreement. (dc) The parties acknowledge that, as a condition to encumbering the Owned Real Property located at 0000 Xxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxxx, the Borrower or its applicable Subsidiary is required to obtain the prior written consent of the City of Chicago thereto. If the Borrower shall fail to obtain such consent from the City of Chicago within ten Business Days following the Closing Date (to the extent not previously delivered on the Closing Date), a final insurance certificate in form and substance satisfactory to the Administrative Agent; and (e) within 120 90 days following after the Closing Date, after using commercially reasonable efforts to do so, the Collateral Assignment of Contracts in Borrower shall have no further obligation to execute and deliver to the Administrative Agent any Mortgage with respect of to the EM Supply Agreement Owned Real Property located at 0000 Xxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxxx and the EM Distribution Agreement, duly executed condition set forth in this Section 6.18 with respect thereto shall be deemed to be satisfied by the parties to such agreements and the Collateral Agent, in form and substance reasonably satisfactory to Collateral Agent, together with executed copies of the EM Supply Agreement and the EM Distribution Agreement that are similar to the agreements delivered to the Arrangers prior to the Closing Date (other than such amendments that are not in any manner materially adverse to the Lenders)Borrower.

Conditions Subsequent to the Closing Date. The U.S. (a) Not later than sixty (60) days after the Closing Date (unless the Administrative Agent shall have extended such date in its sole discretion), the Borrower agrees shall execute and deliver, or cause CKE Distribution, LLC, a California limited liability company, to deliver execute and deliver, to the Administrative Agent documents, in form and substance satisfactory to the Administrative Agent, to cause CKE Distribution, LLC to become a party to the Subsidiaries Guaranty and the Subsidiary Security Agreement and the Borrower to pledge its equity interest in CKE Distribution, LLC to the Administrative Agent, and the Borrower shall execute and/or deliver, or cause CKE Distribution, LLC to execute and/or deliver, such financing statements, stock powers and other documents reasonably requested by the Administrative Agent in connection with this Section 6.16. (b) Not later than sixty (60) days after the Closing Date, the Borrower shall deliver to the Administrative Agent by (i) an amendment to each Mortgage that recites the dates indicated below maturity date of the Loans (which dates may be extended by collectively, the "MORTGAGE AMENDMENTS"), in recordable form and otherwise in form and substance reasonably acceptable to the Administrative Agent at its sole discretionAgent, other than in respect evidencing the extension of clause (e)) such maturity date to the following: (a) subject to Section 4.01 of the U.S. Security Agreement, within 60 days following the Closing Final Maturity Date, deposit account control agreements (other than with respect to Excluded Accounts), duly executed by each depositary bank referred to in the U.S. Security Agreement; (b) within 60 days following the Closing Date (except as otherwise specified herein), Mortgages covering the Mortgaged Properties, duly executed by Holdings, the U.S. Borrower or the applicable its Subsidiary, as applicable, together with: (i) with evidence that (A) counterparts of the Mortgages Mortgage Amendments have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid first and (subject to Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, and the Liens of the ABL FacilityB) subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Lenders and that all filing and recording taxes and fees necessary to properly record the Mortgages Mortgage Amendments in the applicable recording such offices have been paid, paid and (ii) a legal opinion with respect to the Mortgaged Properties, fully paid First American Title Insurance Company’s title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages of the Mortgaged Properties to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens except as permitted in this Agreement) and encumbrances, excepting only Permitted Encumbrances and all Liens permitted under Section 6.02 with respect to the property in question and subject to the Intercreditor Agreement, the Liens of the ABL Facility, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such direct access reinsurance as the Administrative Agent may reasonably deem necessary or desirable, (iii) with respect to the Mortgaged Properties, to the extent requested by the Administrative Agent, and within 6 months following the Closing Date (which date may be extended by the Administrative Agent at its sole discretion), American Land Title Association/American Congress on Surveying and Mapping form surveys in form and substance satisfactory to the Administrative Agent for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the filing of the related Mortgage, certified to the Administrative Agent and Royal Abstract Title Insurance Company (or such other title insurance company as may be agreed upon by the U.S. Borrower and the Administrative Agent) in a manner and by a surveyor reasonably satisfactory to the Administrative Agent, (iv) evidence of the insurance required by the terms of the Mortgages, (v) to the extent reasonably requested by the Administrative Agent, favorable opinions of local counsel to Holdings, the U.S. Borrower and the Subsidiaries with respect to the Mortgaged Properties, in form and substance reasonably satisfactory to the Administrative Agent, and (vi) with respect to the Mortgaged Properties, such other consents, agreements and confirmations of third parties as the Administrative Agent may deem reasonably necessary or desirable and evidence that all other actions that the Administrative Agent may deem reasonably necessary or desirable in order to create valid and first subsisting Liens (subject to the Liens permitted under this Agreement) on the property described in the Mortgages has been taken; (c) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; (d) within ten Business Days following the Closing Date (to the extent not previously delivered on the Closing Date), a final insurance certificate Amendments in form and substance satisfactory to the Administrative Agent; and. CKE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (ec) within 120 Not later than thirty (30) days following after the Closing Date, the Collateral Assignment of Contracts in respect of Borrower shall have delivered to the EM Supply Agreement and Administrative Agent a legal opinion from Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, counsel to the EM Distribution Agreement, duly executed by the parties to such agreements and the Collateral AgentLoan Parties, in form and substance reasonably satisfactory to Collateral the Administrative Agent, together with executed copies that the execution, delivery and performance by the Borrower of each of the EM Supply Agreement Transaction Documents (as defined in the legal opinion delivered pursuant to Section 4.1(b)(A) as of the date hereof) and the EM Distribution Agreement that are similar to performance by the Borrower of its obligations under each of the Transaction Documents does not constitute a violation of, or a default under, any material agreements delivered to or material instruments requested by the Arrangers prior to the Closing Date (other than such amendments that are not in any manner materially adverse to the Lenders)Administrative Agent.