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) Within ninety (90) days after the Closing Date (subject to extension by the Administrative Agent in its reasonable discretion), deliver to the Administrative Agent, with respect to each Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located, a completed “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and, if the area in which any such building is located on any 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), a notice with respect to special flood hazard area status, duly executed by the Borrower and the applicable Loan Party and a certificate evidencing the flood insurance policies required by Section 6.07(c) hereof, endorsed or otherwise amended to include a “standard” lender’s mortgagee endorsement naming the Collateral Agent, on behalf of the Secured Parties, as loss payee/mortgagee, in form and substance satisfactory to the Administrative Agent. (c) 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 the time periods after the Closing Effective Date (subject to extension by the Administrative Agent set forth in its reasonable discretionSchedule 6.13(a), 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 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) Within ninety (90) days after the Closing Date (subject to extension by the Administrative Agent in its reasonable discretion), deliver to the Administrative Agent, with respect to each Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located, a completed “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and, if the area in which any such building is located on any 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), a notice with respect to special flood hazard area status, duly executed by the Borrower and the applicable Loan Party and a certificate evidencing the flood insurance policies required by Section 6.07(c) hereof, endorsed or otherwise amended to include a “standard” lender’s mortgagee endorsement naming the Collateral Agent, on behalf of the Secured Parties, as loss payee/mortgagee, in form and substance satisfactory to the Administrative Agent. (c) Promptly upon reasonable request by the Required Lenders, 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 CollateralCollateral (including, without limitation, any defect or error related to certificates of title for vehicles and other rolling stock) as to which the Borrower reasonably agrees is a defect or error, and (ii) subject to the terms of the Collateral 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 Required Lenders, 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 Required Lenders, Administrative Agent or the Collateral Agent reasonably determines that it is required by applicable Law to have appraisals prepared in respect of the any Material Real Property of any Loan Party subject to a mortgage constituting CollateralMortgage (or Existing Mortgage, as amended by a Mortgage Amendment), the Borrower shall provide to cooperate with the Required Lenders, 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 reasonable out-of-pocket costs and expenses relating thereto.

Further Assurances and Post-Closing Conditions. (a) Within ninety sixty (9060) days after the Closing Date (subject to, (i) solely with respect to the Term Priority Collateral (other than UST Tranche B Priority Collateral), extension granted under the Term Loan Debt Documents or otherwise that the by Agent agrees to in its reasonable discretion or (ii) solely with respect to the Administrative UST Tranche B Priority Collateral, extension granted under the UST Tranche B Facility Documentation or otherwise that the 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) Within ninety (90) days after the Closing Date (subject to extension by the Administrative Agent in its reasonable discretion), deliver to the Administrative Agent, with respect to each Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located, a completed “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and, if the area in which any such building is located on any 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), a notice with respect to special flood hazard area status, duly executed by the Borrower and the applicable Loan Party and a certificate evidencing the flood insurance policies required by Section 6.07(c) hereof, endorsed or otherwise amended to include a “standard” lender’s mortgagee endorsement naming the Collateral Agent, on behalf of the Secured Parties, as loss payee/mortgagee, in form and substance satisfactory to the Administrative Agent. (c) 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.

Further Assurances and Post-Closing Conditions. (a) Within ninety (90) days after Subject to the Closing Date (subject to extension by the Administrative Agent in its reasonable discretion), deliver each Collateral Document required to satisfy provisions of the Collateral and Guarantee Requirement or required pursuant to the terms of and any applicable limitations in 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) Within ninety (90) days after the Closing Date (subject to extension by the Administrative Agent in its reasonable discretion), deliver to the Administrative Agent, with respect to each Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located, a completed “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and, if the area in which any such building is located on any 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), a notice with respect to special flood hazard area status, duly executed by the Borrower and the applicable Loan Party and a certificate evidencing the flood insurance policies required by Section 6.07(c) hereof, endorsed or otherwise amended to include a “standard” lender’s mortgagee endorsement naming the Collateral Agent, on behalf of the Secured Parties, as loss payee/mortgagee, in form and substance satisfactory to the Administrative Agent. (ca) 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. (b) In the case of each Material Real Property, provide the Administrative Agent with a Mortgage with respect to such Material Real Property within ninety (90) days (or such longer period as the Administrative Agent may agree in its sole discretion) of the acquisition of such Material Real Property in each case together with: (i) if the improvement(s) to the Material Real Property is located in a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), (A) a countersigned standard “life of loan” flood hazard determination form applicable to such Material Real Property and (B) if flood insurance is available in the community in which the Material Real Property is located, a copy of one of the following: (i) the flood insurance policy if and to the extent such insurance policy is required pursuant to ensure compliance with the NFIP, (ii) the Borrower’s application for a flood insurance policy plus proof of premium payment, (iii) a declaration page confirming that flood insurance has been issued, or (iv) such other evidence of flood insurance reasonably satisfactory to the Collateral Administrative Agent; (ii) evidence that the Mortgage has been duly executed, acknowledged and Guarantee Requirement delivered and is in form suitable for filing or the Collateral Documents. If recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the Material Real Property and/or rights described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (iii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy or the Collateral Agent equivalent or other form available in each applicable jurisdiction (the “Mortgage Policy”) in form and substance, with endorsements and in amount, 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 acceptable to the Administrative Agent appraisals that satisfy (not to exceed the applicable requirements Fair Market Value of the Material Real Estate Appraisal Reform Amendments Property covered thereby) (it being understood that survey coverage and survey related endorsements are not required to be obtained to the extent that, as a condition to providing such coverage, the title company issuing such Mortgage Policy requires that a current survey of FIRREAthe Material Real Property be delivered), issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the related Mortgage to be a valid subsisting Lien on the Material Real Property described therein, free and clear of all defects and encumbrances, subject to Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents); (iv) an opinion of local counsel for the Loan Parties in the state in which such Material Real Property is located, with respect to the enforceability and perfection of the Mortgage and any related separate fixture filings, in form and substance reasonably satisfactory to the Administrative Agent; and (v) such other evidence that all other actions that the Administrative Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the Material Real Property described in the Mortgage have been taken. (c) In the case of each Material Real Property listed on Schedule 6.13 or required to be delivered pursuant to Sections 6.11 and 6.13(b) (the “Mortgaged Properties”), if any, within ninety (90) days (or such longer period as the Administrative Agent may agree in its sole discretion) of the Closing Date, or within the time frame specified in Section 6.11 or 6.13(b), as applicable, provide the Administrative Agent with (i) counterparts of a Mortgage duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance or unconditional commitment therefor issued by a nationally recognized (in the country where such Mortgaged Property is located) title insurance company insuring the Lien of each such Mortgage as a valid subsisting Lien on the Mortgaged Property described therein, free and clear of all defects and encumbrances except as expressly permitted by Section 7.01 (but such policy may contain a survey exception), and (iii) copies of such existing surveys in the possession of Holdings, the Borrower or any Restricted Subsidiary and such legal opinions as the Administrative Agent may reasonably request with respect to any such Mortgaged Property.

Further Assurances and Post-Closing Conditions. (a) Within ninety (90) days the time periods after the Closing Restatement Effective Date (subject to extension by the Administrative Agent set forth in its reasonable discretionSchedule 6.13(a), 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 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) Within ninety (90) days after the Closing Date (subject to extension by the Administrative Agent in its reasonable discretion), deliver to the Administrative Agent, with respect to each Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located, a completed “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and, if the area in which any such building is located on any 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), a notice with respect to special flood hazard area status, duly executed by the Borrower and the applicable Loan Party and a certificate evidencing the flood insurance policies required by Section 6.07(c) hereof, endorsed or otherwise amended to include a “standard” lender’s mortgagee endorsement naming the Collateral Agent, on behalf of the Secured Parties, as loss payee/mortgagee, in form and substance satisfactory to the Administrative Agent. (c) Promptly upon reasonable request by the Required Lenders, 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 CollateralCollateral (including, without limitation, any defect or error related to certificates of title for vehicles and other rolling stock) as to which the Borrower reasonably agrees is a defect or error, and (ii) subject to the terms of the Collateral 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 Required Lenders, 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 Required Lenders, Administrative Agent or the Collateral Agent reasonably determines that it is required by applicable Law to have appraisals prepared in respect of the any Material Real Property of any Loan Party subject to a mortgage constituting CollateralMortgage, the Borrower shall provide to cooperate with the Required Lenders, 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 reasonable out-of-pocket costs and expenses relating thereto.