Common use of Further Assurances and Post-Closing Conditions Clause in Contracts

Further Assurances and Post-Closing Conditions. (a) Within ninety (90) days after the Closing Date (subject to extension by the Administrative Agent in its reasonable discretion), deliver each Collateral Document required to satisfy the Collateral and Guarantee Requirement or required pursuant to the terms of any Collateral Document, duly executed by each Loan Party required to be party thereto, together with all documents and instruments required to perfect the security interest or Lien of the Collateral Agent in the Collateral (if any) free of any other pledges, security interests or mortgages, except Liens permitted under the Collateral and Guarantee Requirement, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents. (b) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents. If the Administrative Agent or the Collateral Agent reasonably determines that it is required by applicable Law to have appraisals prepared in respect of the Real Property of any Loan Party subject to a mortgage constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA.

Further Assurances and Post-Closing Conditions. (a) Within ninety (90) days after the Closing Pushdown Date (subject to extension by the Administrative Agent in its reasonable discretion), deliver each Collateral Document required to satisfy the Collateral and Guarantee Requirement or required pursuant to the terms of any Collateral Documentset forth on Schedule 6.13(a), duly executed by each Loan Party required to be party thereto, together with all documents and instruments required to perfect the security interest or Lien of the Collateral Administrative Agent in the Collateral (if any) free of any other pledges, security interests or mortgages, except Liens permitted under the Collateral and Guarantee Requirement, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral Documentshereunder. (b) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents. If the Administrative Agent, the Collateral Agent or the Collateral Agent reasonably determines Required Lenders determine that it is they are required by applicable Law to have appraisals prepared in respect of the Real Property of any Loan Party subject to a mortgage constituting Collateral, the Borrower Borrowers shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREAFIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent.

Further Assurances and Post-Closing Conditions. (a) Deliver each document set forth on Schedule 6.13(a) within the time limit specified therein (subject to extensions approved by the Administrative Agent in its reasonable discretion). (b) Take each action set forth on Schedule 6.13(b) during the time period specified therein. (c) Within ninety (90) 90 days after the Closing Date (subject to extension extensions approved by the Administrative Agent in its reasonable discretion), deliver each Collateral Document required to satisfy the Collateral and Guarantee Requirement or required pursuant to the terms of any Collateral Document, duly executed by each Loan Party required to be party thereto, together with all documents and instruments required to perfect the security interest or Lien of the Collateral Agent in the Collateral (if any) free of any other pledges, security interests or mortgages, except Liens expressly permitted under the Collateral and Guarantee Requirementhereunder, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral DocumentsRequirement. (bd) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents, Loan Documents and to the extent required pursuant to cause the Collateral and Guarantee Requirement or the Collateral Documentsto be and remain satisfied. If the Administrative Agent or the Collateral Agent reasonably determines that it is required by applicable Law to have appraisals prepared in respect of the Real each Mortgaged Property of any Loan Party subject to a mortgage constituting CollateralMortgage, the Borrower shall provide to cooperate with the Administrative Agent and/or Collateral Agent, as applicable, in obtaining such appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREAand shall pay all costs and expenses relating thereto.

Further Assurances and Post-Closing Conditions. (a) Within ninety (90) days after the Closing Date (subject to extension by the Administrative Agent or the Collateral Agent in its reasonable discretion, and subject to the concurrent delivery to the Term Loan Agent of a comparable Security Document with respect to any Term Priority Collateral), deliver each Collateral Security Document required to satisfy the Collateral and Guarantee Requirement or required pursuant to the terms of any Collateral Documentset forth on Schedule 5.13, duly executed by each Loan Party required to be party thereto, together with all documents and instruments required to perfect the security interest or Lien of the Collateral Agent in the Collateral (if any) free of any other pledges, security interests or mortgages, except Liens expressly permitted under the Collateral and Guarantee Requirementhereunder, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral DocumentsRequirement. (b) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Security Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents, Loan Documents and to the extent required pursuant to cause the Collateral and Guarantee Requirement to be and remain satisfied. Without limiting the foregoing, the Loan Parties shall use commercially reasonable efforts to obtain a Collateral Access Agreement from any Person from whom a Loan Party enters into a Lease after the Closing Date for a warehouse or the Collateral Documents. If the Administrative Agent distribution center prior to entering into such Lease. (c) Use commercially reasonable efforts to cause each of its customs brokers or freight forwarder or carrier to deliver an agreement (including, without limitation, a Customs Broker Agreement) to the Collateral Agent covering such matters and in such form as the Collateral Agent may reasonably determines require. Notwithstanding anything to the contrary contained in any Loan Document, in the event Inventory is in the possession or control of a customs broker or freight forwarder or carrier that it is has not delivered an agreement as required by applicable Law the preceding sentence on or prior to have appraisals prepared in respect the ninety (90) day anniversary of the Real Property of any Loan Party subject to a mortgage constituting CollateralClosing Date, the Borrower such Inventory shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREAnot be considered Eligible In-Transit Inventory hereunder.

Further Assurances and Post-Closing Conditions. (a) Within ninety (90) days after the Closing Date (subject to extension by the Administrative Agent in its reasonable discretion), deliver each Collateral Document required to satisfy the Collateral and Guarantee Requirement or required pursuant to the terms of any Collateral Document, duly executed by each Loan Party required to be party thereto, together with all documents and instruments required to perfect the security interest or Lien of the Collateral Agent in the Collateral (if any) free of any other pledges, security interests or mortgages, except Liens permitted under the Collateral and Guarantee Requirement, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents. (b) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents. If the Administrative Agent or the Collateral Agent reasonably determines that it is required by applicable Law to have appraisals prepared in respect of the Real Property of any Loan Party subject to a mortgage constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA.

Further Assurances and Post-Closing Conditions. (a) Within ninety (90) days after No later than the Closing Date date specified for such requirement set forth in Schedule 6.14 (subject to extension by the Administrative Agent in its reasonable discretion), each of the Loan Parties and each Restricted Subsidiary that is not an Excluded Subsidiary shall deliver each Collateral Document required to satisfy the Collateral and Guarantee Requirement or required pursuant to the terms of any Collateral Documentset forth therein and, if applicable, a Guarantor Joinder, each duly executed by each Loan Party required to be party theretosuch Person, together with all documents and instruments required to perfect the security interest or Lien of the Collateral Administrative Agent in the Collateral (if any) free of any other pledges, security interests or mortgages, except Liens permitted under hereunder and, if applicable, to issue the Collateral and Guarantee RequirementGuaranty, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral Documents(including payment of all taxes and duties). (b) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral DocumentsRequirement. If the Administrative Agent or the Collateral Agent reasonably determines that it is required by applicable Law to have appraisals prepared in respect of the Real Property of any Loan Party subject to a mortgage constituting Collateral, the Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA.

Further Assurances and Post-Closing Conditions. (a) Within ninety sixty (9060) days after the Closing Date (subject to, solely with respect to the Term Priority Collateral, extension granted under the Term Loan Debt Documents or otherwise that the by the Administrative Agent agrees to in its reasonable discretion), deliver each Collateral Loan Document required to satisfy the Collateral and Guarantee Requirement or required pursuant to the terms of any Collateral Documentset forth on Schedule 10.1.13(a) , duly executed by each Loan Party required to be party thereto, together with all documents and instruments required to perfect the security interest or Lien of the Collateral Agent in the Collateral (if any) free of any other pledges, security interests or mortgages, except Liens expressly permitted under the Collateral and Guarantee Requirementhereunder, to the extent required pursuant to the Collateral and Guarantee Requirement or the Collateral DocumentsRequirement. (b) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Loan Document or other document or instrument relating to any CollateralCollateral (including, without limitation, any defect or error related to certificates of title for vehicles and other Rolling Stock) as to which Parent reasonably agrees is a defect or error, and (ii) subject to the terms of the Loan Documents, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents, Loan Documents and to the extent required pursuant to cause the Collateral and Guarantee Requirement or the Collateral Documentsto be and remain satisfied. If the Administrative Agent or the Collateral Agent reasonably determines that it is required by applicable Applicable Law to have appraisals prepared in respect of the each Material Real Property of any Loan Party subject to a mortgage constituting CollateralMortgage, the Borrower Borrowers shall provide to the Administrative Agent cooperate with Agent, as applicable, in obtaining such appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREAand shall pay all reasonable costs and expenses relating thereto.