Common use of Post-Closing Actions Clause in Contracts

Post-Closing Actions. Notwithstanding anything to the contrary set forth herein, to the extent not previously delivered to the Collateral Agent on or prior to the Closing Date, the Parent Borrower shall deliver (or cause to be delivered) to the Collateral Agent within 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion): (i) a title policy (or policies) or an unconditional binding commitment from the title company to issue for such insurance to be replaced by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall (a) be in an amount reasonably approved by Collateral Agent, (ii) insure that the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit of the Lenders as the insured thereunder; (d) be in the form of an ALTA Loan Policy; (e) contain such endorsements, coinsurance, reinsurance, and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; and (f) be issued by First American Title Insurance Company or any other title companies reasonably satisfactory to the Collateral Agent (with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at the option of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) in a form and substance reasonably acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) the earlier of (a) receipt by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (b) 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion).

Post-Closing Actions. Notwithstanding anything The Company shall and shall cause each of its relevant Subsidiaries to execute and deliver the contrary documents and complete the tasks set forth herein, to in this Section as soon as reasonably practicable and in each case no later than the extent not previously delivered to time limit specified in this Section or such longer time as the Collateral Agent on or prior to Purchasers may agree in their sole discretion: (a) Not later than ten (10) calendar days after the Closing Date, the Parent Borrower Company shall deliver to the Agent (or cause i) original certificates representing the equity interests required to be deliveredpledged under the Security Agreement and the Individual Pledge Agreement, in each case, accompanied by appropriate transfer powers, duly executed in blank; (b) to the Collateral Agent within 120 Not later than thirty (30) calendar days after the Closing Date (or such later date as agreed by Date, the Collateral Agent in Company and each of its reasonable discretion): (i) a title policy (or policies) or an unconditional binding commitment from Subsidiaries shall deliver to the title company to issue for such insurance to be replaced by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall (a) be in an amount reasonably approved by Collateral Agent, (ii) insure that the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit of the Lenders as the insured thereunder; (d) be in the form of an ALTA Loan Policy; (e) contain such endorsements, coinsurance, reinsurance, and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; and (f) be issued by First American Title Insurance Company or any other title companies reasonably satisfactory to the Collateral Agent (with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at the option of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) in a form and substance reasonably acceptable satisfactory to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the MortgagesAgent, which opinions shall be Control Agreements, in form and substancesubstance satisfactory to the Agent, with respect to each of its deposit accounts and from counselsecurities accounts; (c) Not later than the NRJ Acquisition Closing Date, copies of insurance certificates describing all insurance policies maintained by the Company and its Subsidiaries (which shall include liability insurance and property insurance in amounts and otherwise on terms reasonably satisfactory to Agent), together with mortgagee, lender loss payable and additional insured endorsements in favor of Agent; and (d) Any Person acquired by the Collateral Agent. Notwithstanding Company or any of its Subsidiaries, or that otherwise becomes a direct or indirect Subsidiary of the foregoingCompany, Collateral Agent on or after the date of this Agreement shall not enter into a Subsidiary Guaranty Agreement and be joined to the Parent Borrower shall Security Agreement as a debtor not be required to deliver later than one (or cause to be delivered1) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered calendar day after the documents and other information required under paragraphs (i), (ii) and (iii) consummation of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) the earlier of (a) receipt acquisition by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (b) 120 days after the Closing Date (Company or such later Subsidiary or the date as agreed by the Collateral Agent in its reasonable discretion)Person otherwise becomes a Subsidiary of the Company or such Subsidiary.

Post-Closing Actions. Notwithstanding anything Each of the Credit Parties agrees that it will complete each of the actions described below as soon as commercially reasonable and by no later than the date set below with respect to such action or such later date as the contrary set forth hereinAdministrative Agent may reasonably agree: (a) with respect to each Real Property listed on Schedule 5.15, the relevant Credit Parties shall cause to the extent not previously be delivered to the Collateral Agent on or prior each of the Related Real Estate Documents within 90 days following the Closing Date; (b) the Administrative Agent shall have received the appropriate endorsements for the certificates of insurance delivered pursuant to Section 5.12 within 30 days following the Closing Date; (c) within five (5) Business Days following the Closing Date, the Parent Borrower Administrative Agent shall deliver have received (or cause to be deliveredx) to the Collateral Agent within 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion): Dutch Pledges Over Shares, which Dutch Pledges Over Shares (i) a title policy (or policies) or an unconditional binding commitment from the title company to issue for such insurance to be replaced shall have been duly authorized, executed and delivered by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall (a) be in an amount reasonably approved by Collateral Agent, each Dutch Credit Party party thereto and (ii) insure that the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit of the Lenders as the insured thereunder; (d) shall be in the form of an ALTA Loan Policy; (e) contain such endorsements, coinsurance, reinsurance, and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; and (f) be issued by First American Title Insurance Company or any other title companies substance reasonably satisfactory to the Collateral Agent and (with any other reasonably satisfactory title companies acting as co-insurers or reinsurersy) an opinion from NautaDutilh, at special Dutch counsel to the option Credit Parties, addressed to the Administrative Agents, the Collateral Agent and each of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) Lenders party hereto on such date in a form and substance reasonably acceptable satisfactory to the Administrative Agent; (d) within ten (10) Business Days following the Closing Date, the Company and any applicable Subsidiaries of the Company shall discharge, or cause to be discharged, each and every filing, registration or recordation made in any province or territory of Canada (other than Ontario) that perfects, hypothecates or records a Lien made or created pursuant to, or in connection with, the Second Lien Loan Agreement and any loan documents thereunder, and the Company and any applicable Subsidiaries of the Company shall forthwith thereafter provide to the Collateral Agent evidence of such discharge reasonably requested by the Collateral Agent including, without limitation, Lien searches conducted in the applicable provinces and territories of Canada evidencing the complete discharge of such Liens; and (e) within five (5) Business Days following the Closing Date, the Company shall deliver to the Administrative Agent the certificate representing Equity Interests of SunOpta Global Organic Ingredients, Inc. (and the accompanying irrevocable undated stock power or such existing survey stock transfer form); (f) within five (5) Business Days following the Closing Date, the Collateral Agent shall have received the Subordinated Intercompany Note duly executed by the Company and each Restricted Subsidiary, together with undated instruments of transfer with respect thereto endorsed in blank; and (g) within thirty (30) days following the Closing Date, the Administrative Agent shall have received (i) a no-change affidavit sufficient draft of the Quebec Hypothec and RDPRM registration form for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements Collateral Agent’s approval, and (iiiii) legal opinions of local counsel in evidence that such Quebec Hypothec shall have been duly authorized, executed and delivered by Tradin Organics USA LLC. Once approved by the states where the Mortgaged Properties are located relating Collateral Agent, and subsequent to the Mortgagesexecution and requisite filing/registration of same, which opinions the Administrative Agent shall be in form have received (i) RDPRM and substance, Lien searches and from counsel, other evidence reasonably satisfactory to the Collateral Agent. Notwithstanding Agent that such filing/registration are the foregoingonly Liens against Tradin Organics USA LLC or the Collateral thereof except Liens permitted by Section 9.01 hereof, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) an opinion from Xxxxxx Xxxxxxx LLP, special Quebec counsel to Tradin Organics USA LLC, addressed to the earlier of (a) receipt by Administrative Agents, the Collateral Agent and each of written confirmation from each the Lenders party hereto on such Lender that flood insurance diligence date in form and related compliance has been completed by such Lender (such written confirmation not substance reasonably satisfactory to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (b) 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion)Administrative Agent.

Post-Closing Actions. Notwithstanding anything 1. Promptly, but in any event not later than ninety (90) calendar days following the Effective Date, cause each of the Xxxxx Fargo Collections Account and the Xxxxx Fargo Revenue Account to be closed and cause any proceeds deposited in such accounts to be transferred to the contrary set forth hereinRevenue Account; 2. Use commercially reasonable efforts to deliver an Acceptable Landlord Waiver with respect to each Designated Leased Property subject to a lease containing terms that expressly prevents or hinders the removal of any Collateral by any Loan Party or the Administrative Agent; 3. Promptly, to the extent but in any event not previously delivered to the Collateral Agent on or prior to the Closing Date, the Parent Borrower shall deliver later than sixty (or cause to be delivered60) to the Collateral Agent within 120 calendar days after the Closing Date (or such additional period as the Administrative Agent may reasonably agree) following the Effective Date, use commercially reasonable efforts to take all actions that the Administrative Agent and the Term Loan Collateral Agent may deem reasonably necessary in order to Perfect by Filing, the valid first priority (provided Liens expressly permitted by Section 5.02(a) may exist) Liens and security interests created under the Term Loan Security Agreement in the Title Assets has been taken; 4. Promptly, but in no event later than one-hundred and fifty (150) calendar days following the Effective Date, with respect to each Title Asset for which no certificate of title/ownership exists or for which no certificate of title/ownership is in the possession of the Loan Parties or the Lenders on the Effective Date (such Title Assets, the “Uncertificated Title Assets”), (x) obtain certificates of title/ownership for each such Title Asset and (x) use commercially reasonable efforts to take all actions that the Administrative Agent and the Term Loan Collateral Agent may deem reasonably necessary in order to Perfect by Filing, the valid first priority (provided Liens expressly permitted by Section 5.02(a) may exist) Liens and security interests created under the Term Loan Security Agreement in the Title Assets has been taken, provided that no Event of Default shall exist under this Section 5.01(r)(iv)(x), so long as the Borrower shall pay to the Agents and the Lenders (as applicable) a rate of interest equal to the Default Interest on the amounts specified in, and in accordance with, the terms of Section 2.05(b) commencing on the date as agreed that is 150 calendar days following the Effective Date until the date the Loan Parties have obtained a certificate of title/ownership for each such Title Asset, provided that, the Default Interest shall no longer be payable by the Borrower pursuant to the terms of this Section 5.01(r) on the date that the Uncertificated Title Assets have an outstanding value equal to or less than $500,000 in the aggregate for such Untitled Assets; 5. Promptly, but in no event later than thirty (30) calendar days following the Effective Date, deliver to each relevant insurer of the Loan Parties an executed copy of the Insurance Payment Instruction Letter naming the Term Loan Collateral Agent in its reasonable discretion): (i) a title policy (or policies) or an unconditional binding commitment from as payee under the title company to issue for such insurance to be replaced by a final title policy policies set forth on Schedule 4.01(x), substantially in the form of Exhibit M hereto; 6. Promptly, but in no event later than ninety (90) calendar days following the Effective Date, deliver to the Administrative Agent a pro forma policy or marked up commitment, which policy shall supplement to Exhibit G with information including (a) be in an amount reasonably approved reasonable estimates of repairs and Maintenance Capital Expenditures by Collateral Agentindividual Frac Fleet, (iib) insure that the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free key performance indicators used by management to monitor needed maintenance by individual Frac Fleet and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit a general description of the Lenders as Loan Parties’ preventive maintenance principles, provided that, upon approval by the insured thereunderAdministrative Agent of such supplement to the Frac Fleet Maintenance Report, such supplement, together with Schedule G delivered on the Effective Date, shall be deemed to be the updated Schedule G hereunder; and 7. Promptly, but in no event later than thirty (d30) calendar days from the date hereof, deliver to the Administrative Agent copies of all certificates representing the policies, endorsements and other documents required under Section 5.01(d) to be in effect as of the form Effective Date, accompanied by (A) a certificate of an ALTA Loan Policy; the Borrower signed by a Responsible Officer of the Borrower certifying that the copies of each of the policies, endorsements and other documents delivered pursuant to this Section 5.01(r)(vii) are true, correct and complete copies thereof, (eB) contain letters from the Borrower’s insurance brokers or insurers, dated not earlier than fifteen (15) days prior to the date such endorsementscertificate is delivered, coinsurancestating with respect to each such insurance policy that (1) such policy is in full force and effect, reinsurance, (2) all premiums theretofore due and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; payable thereon have been paid and (f3) be issued by First American Title Insurance Company or any other title companies the underwriters of such insurance have agreed that the policies, when issued, will contain the provisions required under Section 5.01(d) and (C) evidence in form and substance reasonably satisfactory to the Collateral Agent (Lenders confirming that such required insurance is in full force and effect in accordance with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at the option terms of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) in a form and substance reasonably acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) the earlier of (a) receipt by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (b) 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion)Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary set forth herein, to the extent not previously delivered to the Collateral Agent on or prior to the Closing Date, the Parent Borrower shall deliver (or cause to be delivered) to the Collateral Agent within 120 days after After the Closing Date the Borrower shall have delivered: (a) Within 60 days (or such later date as agreed by the Collateral Administrative Agent shall agree in its reasonable sole and absolute discretion): ), fully executed and notarized deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust (as applicable) in form and substance reasonably satisfactory to the Administrative Agent and covering the Refineries (together with each other mortgage delivered pursuant to Sections 6.12 and 6.13, in each case as may be amended, restated, supplemented or otherwise modified from time to time, the “Mortgages”), together with: (i) a title policy evidence that counterparts of the Mortgages on the Refineries have been either (x) duly recorded on or policiesbefore such date or (y) duly executed, acknowledged and delivered in form suitable for filing and/or recording, in all filing or an unconditional binding commitment from the title company to issue for such insurance to be replaced by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall (a) be in an amount reasonably approved by Collateral Agent, (ii) insure recording offices that the Mortgage created thereby creates Administrative Agent may deem necessary or desirable in order to create a valid and perfected first and subsisting Lien (subject to Liens permitted under Section 7.01) on Document Number: 1345735 -77- the Mortgaged Property encumbered thereby free and clear property described therein in favor of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Administrative Agent for the benefit of the Lenders (and adequate provision for such filing or recording has been made in a manner reasonably acceptable to the Administrative Agent) and that all filing and recording Taxes and fees have been paid or placed in escrow with the Title Company pending recording; (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (or customary marked, unconditional, binding title commitments to issue such policies) with respect to each Refinery Mortgage (each, a “Title Policy”) in form, substance and amount reasonably acceptable to the Administrative Agent, including such endorsements as the insured thereunder; Administrative Agent may deem reasonably necessary (dincluding zoning endorsements where available) a title insurer reasonably acceptable to the Administrative Agent (the “Title Company”), insuring the Mortgages to be in valid first and subsisting Liens on the property described therein, free and clear of all Liens, excepting only Liens permitted under Section 7.01; (iii) for all the Refineries, either (i) certified copies of American Land Title Association/American Congress on Surveying and Mapping form of an ALTA Loan Policy; (e) contain surveys and dated no more than 60 days before such endorsementsdate, coinsurance, reinsurance, and affirmative coverage as reasonably agreed certified to by the Collateral Administrative Agent and the Parent Borrower; Title Company by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located or (fii) existing American Land Title Association/American Congress on Surveying and Mapping form surveys or other existing surveys, along with survey affidavits of no change, each in form, scope and substance sufficient to cause all standard survey and related exceptions to be issued by First American deleted from the Title Insurance Company or any other title companies Policy and otherwise reasonably satisfactory to the Collateral Agent Title Company and the Administrative Agent, and certified by a form of certification reasonably acceptable to Administrative Agent; (with any other reasonably satisfactory title companies acting as co-insurers or reinsurersiv) for each Refinery (i) standard flood hazard determination forms and, at the option of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) if any property improvement located on such property are located in a special flood hazard area, (x) notices to (and confirmations of receipt by) the Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent to comply with applicable laws; (v) evidence that all other actions that the Administrative Agent may deem reasonably necessary in order to create valid first and subsisting Liens (subject to Liens permitted under Section 7.01)on the Refineries have been taken; and (vi) a written opinion of local counsel for the Loan Parties, which counsel shall be reasonably satisfactory to the Administrative Agent, in each state in which a Refinery is located with respect to the enforceability and perfection of each Mortgage to be recorded in such state, any related fixture filings (if any), and such other matters as the Administrative Agent may reasonably request, in each case in form and substance reasonably acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Administrative Agent. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) the earlier of (a) receipt by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and Document Number: 1345735 -78- (b) 120 days after the Closing Date Within 20 Business Days (or such later date as agreed the Administrative Agent shall agree in its sole and absolute discretion), certificates of insurance evidencing that insurance complying with the requirements of this Agreement is in effect. (c) Within 10 Business Days (or such later date as the Administrative Agent shall agree in its sole and absolute discretion), an opinion of New Mexico counsel to the Loan Parties in connection with due incorporation or establishment, power and authority, no conflicts and such other corporate opinions as are customary or as may be requested by the Collateral Administrative Agent, the forms of which shall be reasonably satisfactory to the Administrative Agent. (d) Within 10 Business Days (or such later date as the Administrative Agent shall agree in its reasonable sole and absolute discretion), certificates evidencing any Pledged Securities that constitute “certificated securities” (within the meaning of Section 8-102(a)(4) of the UCC), accompanied by undated stock powers, the forms of which shall be satisfactory to the Administrative Agent.

Post-Closing Actions. Notwithstanding anything to the contrary set forth hereincontained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that: (a) The U.S. Credit Parties are not required to the extent not previously delivered have filed (or cause to the Collateral Agent have filed) on or prior to the Closing DateInitial Borrowing Date Financing Statements (on Form UCC-1) necessary to perfect the security interests purported to be created by the U.S. Security Agreement or the U.S. Pledge Agreement, it being understood that the Parent Borrower Collateral Agent shall deliver file (or cause to have filed) all of such Financing Statements (Form UCC-1) necessary to perfect the security interest purported to be deliveredcreated by the U.S. Security Agreement and the U.S. Pledge Agreement promptly following the Initial Borrowing Date. (b) The applicable Credit Parties shall deliver to the Collateral Agent pursuant to the relevant Pledge Agreement the certificates evidencing the capital stock of Xxxxxx-Standard Automotive (Australia) Pty. Ltd., CSA (Barbados) Investment Co. Ltd., Xxxxxx-Standard Automotive India Private Limited, Xxxxxx-Standard Services Korea, Inc., Xxxxxx-Standard Automotive Korea, Inc. and Xxxxxx-Standard Automotive UK Sealing Limited, as the case may be, within 120 20 days after following the Closing Date (or such later date as agreed by Initial Borrowing Date; provided that the Collateral Agent share certificates representing 20 shares in its reasonable discretion): (i) a title policy (or policies) or an unconditional binding commitment from the title company to issue for such insurance Xxxxxx-Standard Automotive India Private Limited shall only be required to be replaced by a final title policy in provided within 60 days following the form of a pro forma policy or marked up commitment, which policy shall (a) be in an amount reasonably approved by Collateral Agent, (ii) insure that the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; Initial Borrowing Date. (c) name The actions relating to the Collateral Agent for the benefit Mortgages and Real Property of the Lenders as the insured thereunder; Holdings and its Subsidiaries described on Part A of Schedule XIV shall be completed in accordance with Part A of said Schedule XIV. (d) The Canadian Borrower is not required to have filed on or prior to the Initial Borrowing Date the notices of security interest to be filed with the Canadian Intellectual Property Office ("CIPO") in order to better perfect the security interests in trademarks of the Canadian Borrower purported to be created by the Canadian Security Agreement, provided that the Canadian Borrower files or causes to be filed such notices, together with all documents required by CIPO to reflect ownership of such trademarks in the form current name of an ALTA Loan Policy; the Canadian Borrower, not later than the 20th day after the Initial Borrowing Date. (e) contain such endorsementsThe U.S. Borrower shall cause to be delivered to the Administrative Agent within 60 days following the Initial Borrowing Date a certificate signed by the chairman, coinsurancea vice-chairman, reinsurancethe president or any vice-president of the U.S. Borrower, and affirmative coverage as reasonably agreed attested to by the Collateral Agent and secretary, any assistant secretary or other senior officer of the Parent U.S. Borrower; and (f) be issued by First American Title Insurance Company or any other title companies , in a form reasonably satisfactory to the Collateral Agent (with any other reasonably satisfactory title companies acting as co-insurers or reinsurersAdministrative Agent, at the option attaching copies of the Collateral Agent); certificate of incorporation, by-laws or equivalent organizational documents (iithe "Foreign Organization Documents") an American Land Title Association survey of each Foreign Subsidiary of the U.S. Borrower in respect of whose Equity Interests are being pledged by a Credit Party, and all of the foregoing (including each such certificate of incorporation, by-laws or survey updateother organizational document) in a form and substance reasonably acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agents; provided that if any such Foreign Organization Documents of any such Foreign Subsidiary shall contain any restriction, prohibition or other limitation on the granting of such aforementioned pledge, then the U.S. Borrower, upon the reasonable request of the Administrative Agent, shall, or shall cause such Foreign Subsidiary, to amend or otherwise modify such Foreign Organization Documents within 60 days following the Initial Borrowing Date to permit such pledge without restriction, prohibition or other limitation. (f) The Credit Agreement Parties shall cause each Foreign Subsidiary of the U.S. Borrower (other than the Canadian Credit Parties) identified on Part B of Schedule XIV to duly authorize and execute the Intercompany Subordination Agreement and deliver its original executed signature page to the Administrative Agent within 30 days following the Initial Borrowing Date and deliver contemporaneously therewith such other evidence of due authorization of such execution and delivery as the Administrative Agent may reasonably request. (g) The Credit Agreement Parties shall cause the delivery to the Administrative Agent of evidence of insurance (including the certificates of insurance) with regard to foreign insurance policies within 45 days following the Initial Borrowing Date. (h) The Credit Agreement Parties shall, and shall cause its Subsidiaries, to consummate each of the actions, within the applicable specified time periods, set forth on Part C of Schedule XIV with respect to the Local Law Pledge Agreements. Notwithstanding the foregoing, Collateral Agent shall not enter into All conditions precedent and representations contained in this Agreement and the Parent Borrower other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents), provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Initial Borrowing Date, the respective representation and warranty shall be required to deliver be true and correct in all material respects at the time the respective action is taken (or cause was required to be deliveredtaken) any Mortgage under in accordance with the foregoing provisions of this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) 13.27 and (iiiy) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by Section 13.27 have been taken (or were required to be taken). The occurrence of Section 7.9(g) each Credit Event shall constitute a representation, warranty and covenant by the Credit Agreement Parties to each Lender expressly requesting such documents and other information and (ii) of the earlier of (a) receipt by Lenders that the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not actions required pursuant to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 13.27 will be, or have been, taken within the relevant time periods referred to in this Section 13.26 and (b) 120 days after that, at such time, all representations and warranties contained in this Agreement and the Closing Date (or such later date as agreed by other Credit Documents shall then be true and correct in all material respects without any modification pursuant to this Section 13.27, and the Collateral Agent in its reasonable discretion)parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary set forth herein, to the extent not previously delivered to the Collateral Agent on or prior to the Closing Date, the Parent Borrower shall deliver (Take or cause to be deliveredtaken, each of the following actions: (i) within 5 Business Days after the Effective Date (as such period may from time to time be extended with the Collateral Agent consent of the Agents), take all actions necessary to transfer the Parent’s Liquor License for the Restaurant located at Chattanooga, Tennessee to Big River or apply for a Liquor License for Big River in respect of such Restaurant, and use best efforts to obtain, within 120 45 days after the Closing Date (or Effective Date, such later date as agreed by the Collateral Agent in its reasonable discretion): (i) a title policy (or policies) or an unconditional binding commitment Liquor License from the title company to issue for such insurance to be replaced by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall (a) be in an amount reasonably approved by Collateral Agent, applicable Governmental Authority; (ii) insure that within 45 days after the Mortgage created thereby creates a valid first Lien on Effective Date (as such period may from time to time be extended with the Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit consent of the Lenders as the insured thereunder; (d) be in the form of an ALTA Loan Policy; (e) contain such endorsementsAgents), coinsurance, reinsurance, and affirmative coverage as reasonably agreed to by the Collateral Agent establish Deposit Accounts and the Parent Borrower; and (f) be issued by First American Title Insurance Company or any other title companies reasonably satisfactory to the Collateral Agent (Cash Concentration Account with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at the option of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) in a form and substance reasonably financial institutions acceptable to the Collateral Agent or such existing survey together Agents in order to replace each of the Deposit Accounts indicated on Schedule 5.01(v) and comply with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and cash management requirements set forth in Section 7.01(a); (iii) legal opinions within 2 Business Days after the Effective Date, send or otherwise deliver each of local counsel in the states where the Mortgaged Properties are located relating checks or other instruments to the Mortgagesappropriate: Persons to pay each of the accounts payable of the Loan Parties set forth on Schedule 4.01(n); (iv) within 7 Business Days after the Effective Date (as such period may from time to time be extended with the consent of the Agents), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent Borrower and its Subsidiaries shall not be required to deliver (enter into, or cause to be deliveredentered into, arrangements so that the Parent and its Subsidiaries shall have no direct or indirect liabilities or other obligations, contingent or otherwise, in respect of the Existing LC, with such arrangements to be acceptable to the Agents; (v) any Mortgage under this Section 7.12 until within 10 Business Days after the Effective Date (i) Collateral Agent has delivered as such period may from time to time be extended with the documents and other information required under paragraphs (iconsent of the Agents), the Parent and its Subsidiaries shall, and use commercially reasonable efforts to cause Paymentech LP, a Credit Card Processor, to, enter into a Credit Card Acknowledgment, in form and substance satisfactory to the Agents; and (iivi) and (iii) of Section 7.9(g) within the period specified in Schedule 6.01(s), take such actions related to each Lender expressly requesting the leasehold Mortgages as are specified in such documents and other information and (ii) the earlier of (a) receipt by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (b) 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretionSchedule 6.01(s).

Post-Closing Actions. Notwithstanding anything to Not later than 60 days after the contrary set forth hereinAmendment No. 2 Effective Date, to the extent not previously delivered to unless extended by the Collateral Agent on or prior to in its sole discretion upon reasonable request of the Closing DateBorrower, the Parent Borrower shall deliver (or cause to be delivered) to the Collateral Agent within 120 days after Agent, with respect to each existing Mortgage, the Closing Date (or such later date as agreed by following, in each case in form and substance reasonably acceptable to the Collateral Agent in its reasonable discretion): (i) a title policy (or policies) or an unconditional binding commitment from the title company to issue for such insurance to be replaced by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall Agent: (a) be an amendment to such Mortgage identifying any new Collateral encumbered thereby and such other matters as the parties may jointly agree (each, a “Mortgage Amendment”), duly executed and acknowledged by the applicable Loan Party, and in an amount reasonably approved by Collateral Agent, (ii) insure that proper form for recording in the Mortgage created thereby creates land records in the jurisdiction in which the applicable mortgaged property is located and sufficient to create a valid first Lien and enforceable mortgage lien on the Mortgaged Property encumbered thereby free and clear such mortgaged property, in favor of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit of the Lenders Secured Parties (as defined in such Mortgage), securing the insured thereunder; Secured Debt (das defined in such Mortgage); (b) be in the form of an ALTA Loan Policy; a datedown endorsement (e) contain or such endorsements, coinsurance, reinsurance, and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; and (f) be issued by First American Title Insurance Company or any other title companies reasonably satisfactory to the Collateral Agent (with any other reasonably satisfactory title companies acting product as co-insurers or reinsurers, at the option of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) in a form and substance reasonably acceptable to the Collateral Agent or if a datedown endorsement is not available in the applicable jurisdiction) (each, a “Title Endorsement”) to any existing title insurance policy for such existing survey together with Mortgage, insuring the Collateral Agent that the lien of such Mortgage, as amended by the applicable Mortgage Amendment, is a no-change affidavit sufficient valid and enforceable first priority lien on the mortgaged property described therein, in favor of the Collateral Agent for the title company benefit of the Secured Parties (as defined in such Mortgage) free and clear of all defects, encumbrances and liens except for Permitted Liens; and (c) with respect to remove all standard survey exceptions from the Title Policy related to each such Mortgaged Property and issue the survey related endorsements and Mortgage Amendment, an opinion of (iiix) legal opinions of local counsel in the states jurisdiction where the Mortgaged Properties are such mortgaged property is located relating with respect to the Mortgagesenforceability and perfection of the Mortgage, which opinions shall be in form and substanceas amended by the Mortgage Amendment, and from counselother matters customarily included in such opinions and (y) counsel regarding the due authorization, reasonably satisfactory to execution and delivery of the Collateral Agent. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents Amendment and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting matters customarily included in such documents and other information and (ii) the earlier of (a) receipt by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (b) 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion)opinions.

Post-Closing Actions. Notwithstanding anything (i) Promptly, but in any event not later than ninety (90) calendar days following the Effective Date, cause each of the Xxxxx Fargo Collections Account and the Xxxxx Fargo Revenue Account to be closed and cause any proceeds deposited in such accounts to be transferred to the contrary set forth hereinRevenue Account; (ii) Use commercially reasonable efforts to deliver an Acceptable Landlord Waiver with respect to each Designated Leased Property subject to a lease containing terms that expressly prevents or hinders the removal of any Collateral by any Loan Party or the Administrative Agent; (iii) Promptly, to the extent but in any event not previously delivered to the Collateral Agent on or prior to the Closing Date, the Parent Borrower shall deliver later than sixty (or cause to be delivered60) to the Collateral Agent within 120 calendar days after the Closing Date (or such additional period as the Administrative Agent may reasonably agree) following the Effective Date, use commercially reasonable efforts to take all actions that the Administrative Agent and the Term Loan Collateral Agent may deem reasonably necessary in order to Perfect by Filing, the valid first priority (provided Liens expressly permitted by Section 5.02(a) may exist) Liens and security interests created under the Term Loan Security Agreement in the Title Assets has been taken; (iv) Promptly, but in no event later than one-hundred and fifty (150) calendar days following the Effective Date, with respect to each Title Asset for which no certificate of title/ownership exists or for which no certificate of title/ownership is in the possession of the Loan Parties or the Lenders on the Effective Date (such Title Assets, the “Uncertificated Title Assets”), (x) obtain certificates of title/ownership for each such Title Asset and (x) use commercially reasonable efforts to take all actions that the Administrative Agent and the Term Loan Collateral Agent may deem reasonably necessary in order to Perfect by Filing, the valid first priority (provided Liens expressly permitted by Section 5.02(a) may exist) Liens and security interests created under the Term Loan Security Agreement in the Title Assets has been taken, provided that no Event of Default shall exist under this Section 5.01(r)(iv)(x), so long as the Borrower shall pay to the Agents and the Lenders (as applicable) a rate of interest equal to the Default Interest on the amounts specified in, and in accordance with, the terms of Section 2.05(b) commencing on the date as agreed that is 150 calendar days following the Effective Date until the date the Loan Parties have obtained a certificate of title/ownership for each such Title Asset, provided that, the Default Interest shall no longer be payable by the Borrower pursuant to the terms of this Section 5.01(r) on the date that the Uncertificated Title Assets have an outstanding value equal to or less than $500,000 in the aggregate for such Untitled Assets; (v) Promptly, but in no event later than thirty (30) calendar days following the Effective Date, deliver to each relevant insurer of the Loan Parties an executed copy of the Insurance Payment Instruction Letter naming the Term Loan Collateral Agent in its reasonable discretion): (i) a title policy (or policies) or an unconditional binding commitment from as payee under the title company to issue for such insurance to be replaced by a final title policy policies set forth on Schedule 4.01(x), substantially in the form of Exhibit M hereto; (vi) Promptly, but in no event later than ninety (90) calendar days following the Effective Date, deliver to the Administrative Agent a pro forma policy or marked up commitment, which policy shall supplement to Exhibit G with information including (a) be in an amount reasonably approved reasonable estimates of repairs and Maintenance Capital Expenditures by Collateral Agentindividual Frac Fleet, (iib) insure that the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free key performance indicators used by management to monitor needed maintenance by individual Frac Fleet and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit a general description of the Lenders as Loan Parties’ preventive maintenance principles, provided that, upon approval by the insured thereunderAdministrative Agent of such supplement to the Frac Fleet Maintenance Report, such supplement, together with Schedule G delivered on the Effective Date, shall be deemed to be the updated Schedule G hereunder; and (dvii) Promptly, but in no event later than thirty (30) calendar days from the date hereof, deliver to the Administrative Agent copies of all certificates representing the policies, endorsements and other documents required under Section 5.01(d) to be in effect as of the form Effective Date, accompanied by (A) a certificate of an ALTA Loan Policy; the Borrower signed by a Responsible Officer of the Borrower certifying that the copies of each of the policies, endorsements and other documents delivered pursuant to this Section 5.01(r)(vii) are true, correct and complete copies thereof, (eB) contain letters from the Borrower’s insurance brokers or insurers, dated not earlier than fifteen (15) days prior to the date such endorsementscertificate is delivered, coinsurancestating with respect to each such insurance policy that (1) such policy is in full force and effect, reinsurance, (2) all premiums theretofore due and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; payable thereon have been paid and (f3) be issued by First American Title Insurance Company or any other title companies the underwriters of such insurance have agreed that the policies, when issued, will contain the provisions required under Section 5.01(d) and (C) evidence in form and substance reasonably satisfactory to the Collateral Agent (Lenders confirming that such required insurance is in full force and effect in accordance with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at the option terms of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) in a form and substance reasonably acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) the earlier of (a) receipt by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (b) 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion)Agreement.

Post-Closing Actions. Notwithstanding anything (a) As soon as practicable following the Closing, each Indian Subsidiary shall file a notification with its authorised dealer bank regarding the change in lender (from Finco I to Endo Finance Holdings, Inc.) and execution of PFPL ECB Novation Agreements and the PAT ECB Novation Agreement within seven (7) days of such change and novation becoming effective. (b) As soon as practicable following the Closing, each Indian Subsidiary shall notify the relevant Governmental Authority (including the Unit Approval Committee, Indore Special Economic Zone and the Pharmaceuticals Export Promotion Council of India), in relation to the contrary set forth hereinchange in ownership of the Indian Subsidiaries (as applicable). (c) As soon as practicable following the Closing, the relevant Seller shall hand over to the extent not previously delivered relevant Buyer the originals or scanned copies of the existing books, corporate documents and accounting records of Endo Luxembourg. (d) As soon as practicable following the Closing, the relevant Buyer shall deliver to the Collateral Agent on or prior to relevant Seller evidence of the Closing Datefiling of the sale and purchase of the applicable Transferred Equity Interests, the Parent Borrower shall deliver (change of shareholders, and the change of managers or cause to be delivered) to the Collateral Agent within 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion): directors with (i) a title policy the Trade and Companies Register of Luxembourg (or policies) or an unconditional binding commitment from Registre de Commerce et des Sociétés, Luxembourg), in connection with the title company to issue for such insurance to be replaced by a final title policy in sale and purchase of the form of a pro forma policy or marked up commitmentEndo Luxembourg Transferred Equity Interests, which policy shall (a) be in an amount reasonably approved by Collateral Agent, and (ii) insure that solely if Buyer Parent duly exercises the Mortgage created thereby creates a valid first Lien on Canada Holdco Equity Option in accordance with Section 2.8(a), applicable Governmental Authorities in Canada in connection with the Mortgaged Property encumbered thereby free sale and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit purchase of the Lenders as the insured thereunder; (d) be in the form of an ALTA Loan Policy; Canada Holdco Transferred Equity Interests. (e) contain such endorsementsAs soon as practicable following the Closing, coinsurancethe relevant Buyer shall deliver to the relevant Seller evidence of the performance of the necessary and/or required filings pursuant to the Luxembourg law of 13 January 2019 establishing a register of beneficial owners, reinsurance, and affirmative coverage as reasonably agreed to by including any filings with the Collateral Agent and the Parent Borrower; and Luxembourg Registry of Beneficial Owners (Registre des Bénéficiaires Effectifs). (f) be issued by First American Title Insurance Company or any other title companies reasonably satisfactory As soon as practicable following the Closing, PFPL shall deliver to the Collateral Agent (with any other reasonably satisfactory title companies acting as co-insurers or reinsurersBuyer, at the option copies of the Collateral Agent)following documents: (i) the board resolution of PFPL approving the conversion of the compulsorily convertible debentures acquired by the Indian HoldCo from PPI, and issuance and allotment of equity shares to the Indian HoldCo in lieu thereof; (ii) an American Land Title Association survey (or survey update) in a form PFPL’s shareholders’ approval to issue and substance reasonably acceptable allot equity shares to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for Indian HoldCo in lieu of conversion of the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and compulsorily convertible debentures; (iii) legal opinions Form PAS-3 as filed with the jurisdictional Registrar of local counsel in Companies for the states where the Mortgaged Properties are located relating allotment of shares to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) the earlier of (a) receipt by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (b) 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion)Indian HoldCo.

Post-Closing Actions. Notwithstanding anything to the contrary set forth herein, to the extent not previously delivered to the Collateral Agent 1. At any time on or prior to the Closing Date, the Parent Borrower shall deliver (or cause to be delivered) to the Collateral Agent within 120 days after the Closing Date and within five (or such later date as agreed 5) Business Days after receipt of the initial field examination report from CBIZ, Inc. by the Collateral Agent in its reasonable discretion): (i) a title policy (or policies) or an unconditional binding commitment from the title company to issue for such insurance to be replaced by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall (a) be in an amount reasonably approved by Collateral Administrative Agent, the Administrative Agent may propose one or more amendments to this Agreement in order to (iiA) insure that amend or otherwise modify, or change (directly or indirectly) the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear definitions of all defects and encumbrancesDefaulted Receivable, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit of the Lenders as the insured thereunder; (d) be in the form of an ALTA Loan Policy; (e) contain such endorsementsDelinquent Receivable, coinsuranceEligible Receivable, reinsuranceExcess Concentration, and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; and (f) be issued by First American Title Insurance Company Net Receivables Pool Balance, Adjusted Net Receivables Pool Balance, or Total Reserves, or any other title companies reasonably satisfactory to term referenced in such definitions but not expressly listed hereunder; (B) increase the Collateral Agent then existing Concentration Percentage for any Obligor; or (with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at C) change the option calculation of the Collateral AgentBorrowing Base, in each case to reflect the findings of the initial field examination (the “Proposed Amendments”); (ii) an American Land Title Association survey (or survey update) in a . The parties shall use commercially reasonable efforts to agree on the form and substance reasonably acceptable of any such Proposed Amendments, and to enter into a written amendment to this Agreement giving effect to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for Proposed Amendments, not later than ten (10) Business Days following the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Administrative Agent’s proposal. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent The Borrower shall not be required entitled to deliver (submit any new Loan Requests until the Proposed Amendments, if requested, are entered into. If the parties are unable to agree on all or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered part of the documents and other information required under paragraphs (i)Proposed Amendments, (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) then a Termination Date shall automatically occur on the earlier of (aA) receipt by the Collateral eleventh (11th) Business Day following the Administrative Agent’s proposal or (B) the date the Borrower notifies the Administrative Agent in writing that it will not agree to the Proposed Amendments. 2. On or prior to January 31, 2019 (the “Post Closing Due Date”), the Borrower shall (A) enter into and deliver an executed copy of written confirmation from the applicable Account Control Agreement with respect to each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 Collection Account Bank and (bB) 120 days after take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request in connection with the immediately preceding clause (A) (including, but not limited to the delivery of executed copies of the opinions of counsel that would have been required had any such Account Control Agreement been executed and delivered on the Closing Date), in each case, in form and substance satisfactory to the Administrative Agent and the Majority Group Agents; provided, that the Post-Closing Due Date may be extended upon the written consent of the Administrative Agent (or such later date as agreed by the Collateral Agent in its reasonable discretionwhich may be via e-mail).

Post-Closing Actions. Notwithstanding anything to the contrary set forth herein, to the extent not previously delivered to the Collateral Agent on or prior to the Closing Date, the Parent Borrower shall deliver (or cause to be delivered) to the Collateral Agent within 120 days after After the Closing Date the Borrower shall have delivered: (a) Within 60 days (or such later date as agreed by the Collateral Administrative Agent shall agree in its reasonable sole and absolute discretion): ), fully executed and notarized deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust (as applicable) in form and substance reasonably satisfactory to the Administrative Agent and covering the Refineries (together with each other mortgage delivered pursuant to Sections 6.12 and 6.13, in each case as may be amended, restated, supplemented or otherwise modified from time to time, the “Mortgages”), together with: (i) a title policy evidence that counterparts of the Mortgages on the Refineries have been either (x) duly recorded on or policiesbefore such date or (y) duly executed, acknowledged and delivered in form suitable for filing and/or recording, in all filing or an unconditional binding commitment from the title company to issue for such insurance to be replaced by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall (a) be in an amount reasonably approved by Collateral Agent, (ii) insure recording offices that the Mortgage created thereby creates Administrative Agent may deem necessary or desirable in order to create a valid and perfected first and subsisting Lien (subject to Liens permitted under Section 7.01) on the Mortgaged Property encumbered thereby free and clear property described therein in favor of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Administrative Agent for the benefit of the Lenders (and adequate provision for such filing or recording has been made in a manner reasonably acceptable to the Administrative Agent) and that all filing and recording Taxes and fees have been paid or placed in escrow with the Title Company pending recording; (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (or customary marked, unconditional, binding title commitments to issue such policies) with respect to each Refinery Mortgage (each, a “Title Policy”) in form, substance and amount reasonably acceptable to the Administrative Agent, including such endorsements as the insured thereunder; Administrative Agent may deem reasonably necessary (dincluding zoning endorsements where available) a title insurer reasonably acceptable to the Administrative Agent (the “Title Company”), insuring the Mortgages to be in valid first and subsisting Liens on the property described therein, free and clear of all Liens, excepting only Liens permitted under Section 7.01; (iii) for all the Refineries, either (i) certified copies of American Land Title Association/American Congress on Surveying and Mapping form of an ALTA Loan Policy; (e) contain surveys and dated no more than 60 days before such endorsementsdate, coinsurance, reinsurance, and affirmative coverage as reasonably agreed certified to by the Collateral Administrative Agent and the Parent Borrower; Title Company by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located or (fii) existing American Land Title Association/American Congress on Surveying and Mapping form surveys or other existing surveys, along with survey affidavits of no change, each in form, scope and substance sufficient to cause all standard survey and related exceptions to be issued by First American deleted from the Title Insurance Company or any other title companies Policy and otherwise reasonably satisfactory to the Collateral Agent Title Company and the Administrative Agent, and certified by a form of certification reasonably acceptable to Administrative Agent; (with any other reasonably satisfactory title companies acting as co-insurers or reinsurersiv) for each Refinery (i) standard flood hazard determination forms and, at the option of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) if any property improvement located on such property are located in a special flood hazard area, (x) notices to (and confirmations of receipt by) the Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program and (y) evidence of applicable flood insurance, in each case in such form, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent to comply with applicable laws; (v) evidence that all other actions that the Administrative Agent may deem reasonably necessary in order to create valid first and subsisting Liens (subject to Liens permitted under Section 7.01)on the Refineries have been taken; and (vi) a written opinion of local counsel for the Loan Parties, which counsel shall be reasonably satisfactory to the Administrative Agent, in each state in which a Refinery is located with respect to the enforceability and perfection of each Mortgage to be recorded in such state, any related fixture filings (if any), and such other matters as the Administrative Agent may reasonably request, in each case in form and substance reasonably acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Administrative Agent. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) the earlier of (a) receipt by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and . (b) 120 days after the Closing Date Within 20 Business Days (or such later date as agreed the Administrative Agent shall agree in its sole and absolute discretion), certificates of insurance evidencing that insurance complying with the requirements of this Agreement is in effect. (c) Within 10 Business Days (or such later date as the Administrative Agent shall agree in its sole and absolute discretion), an opinion of New Mexico counsel to the Loan Parties in connection with due incorporation or establishment, power and authority, no conflicts and such other corporate opinions as are customary or as may be requested by the Collateral Administrative Agent, the forms of which shall be reasonably satisfactory to the Administrative Agent. (d) Within 10 Business Days (or such later date as the Administrative Agent shall agree in its reasonable sole and absolute discretion), certificates evidencing any Pledged Securities that constitute “certificated securities” (within the meaning of Section 8-102(a)(4) of the UCC), accompanied by undated stock powers, the forms of which shall be satisfactory to the Administrative Agent.

Post-Closing Actions. Notwithstanding anything to the contrary set forth herein, to the extent not previously delivered to the Collateral Agent on or prior to the Closing Date, the Parent Borrower shall deliver (or cause to be delivereda) to the Collateral Agent within 120 No later than thirty (30) days after the Closing Date (or such later date as agreed by the Collateral Agent shall agree in its reasonable sole discretion): ), deliver a Control Agreement for each Deposit Account (i) a title policy other than any Excluded Account (or policies) or an unconditional binding commitment from the title company to issue for as such insurance to be replaced by a final title policy term is defined in the form of a pro forma policy or marked up commitment, which policy shall (aSecurity Agreement)) be in an amount reasonably approved maintained by Collateral Agent, (ii) insure that the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such any Obligor as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit of the Lenders as the insured thereunder; (d) be in the form of an ALTA Loan Policy; (e) contain such endorsements, coinsurance, reinsurance, and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; and (f) be issued by First American Title Insurance Company or any other title companies reasonably satisfactory to the Collateral Agent (with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at the option of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) in a form and substance reasonably acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) the earlier of (a) receipt by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and Closing Date. (b) 120 No later than thirty (30) days after the Closing Date (or such later date as agreed the Agent shall agree its sole discretion), deliver to the Agent any and all endorsements for the applicable insurance policies, evidencing (i) the addition of the Agent and its successors and assigns, as additional insured and/or lender loss payee, as applicable, under the applicable insurance policies and (ii) that the Agent and its successors and assigns, will be given notice of any cancellation of each applicable insurance policy, in each case, in form and substance reasonably satisfactory to the Agent. (c) No later than ten (10) days after the Closing Date (or such later date as the Agent shall agree in its sole discretion), deliver to the Agent original copies of the stock certificate representing 100% of the issued and outstanding Equity Interests of Pinstripes at Prairiefire, Inc. and related stock power, all in form and substance reasonably satisfactory to the Agent. (d) No later than thirty (30) days after the Closing Date (or such later date as the Agent shall agree its sole discretion), deliver to the Agent amended operating agreements for Pinstripes Hillsdale LLC and Pinstripes Illinois, LLC, incorporating “pledge” provisions reasonably satisfactory to the Agent. (e) No later than thirty (30) days after the Closing Date (or such later date as the Agent shall agree its sole discretion), deliver to the Agent evidence that all security interests in favor of CIBC Bank USA (formerly known as The Private Bank and Trust Company), on the Borrower’s intellectual property have been terminated and released in full. (f) No later than thirty (30) days after the Closing Date (or such later date as the Agent shall agree in its sole discretion), deliver satisfactory evidence that all security interests and other liens granted to or held by Live Oak Banking Company shall have been released and discharged, including providing evidence satisfactory that UCC-3 termination statements have been filed and acknowledged by the Collateral relevant Secretary of State with respect to the following UCC- 1 financing statements: (i) file number 20172783642, filed on April 28, 2017, naming Pinstripes, Inc., as debtor, and Live Oak Banking Company, as secured party, (ii) file number 20178411615, filed on December 19, 2017, naming Pinstripes, Inc., as debtor, and Live Oak Banking Company, as secured party, (iii) file number 20180512430, filed on January 23, 2018, naming Pinstripes, Inc., as debtor, and Live Oak Banking Company, as secured party, (iv) file number 7388952, filed on March 5, 2018, naming Pinstripes at Prairiefire, Inc., as debtor, and Live Oak Banking Company, as secured party, (v) file number D217291433, naming Pinstripes, Inc., as debtor, and Live Oak Banking Company, as secured party, (vi) file number RP-2017-556887, naming Pinstripes, Inc., as debtor, and Live Oak Banking Company, as secured party, (vii) file number201803069011, naming Pinstripes, Inc., as debtor, and Live Oak Banking Company, as secured party, and (viii) file number 170615-1528008, naming Pinstripes, Inc., as debtor, and Live Oak Banking Company, as secured party. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. (g) No later than one (1) Business Day following receipt by the Borrower or any other Obligor (or such later date as the Agent shall agree in its reasonable sole discretion), deliver to the Agent a copy of the Articles of Organization of Pinstripes Hillsdale LLC as in effect on the Closing Date, including all amendments thereto, if any, certified by the Secretary of State of the State of California as of a recent date. (h) No later than thirty (30) days after the Closing Date (or such later date as the Agent shall agree in its sole discretion), deliver to the Agent a file-stamped copy of the UCC- 3 termination statement terminating UCC-1 financing statement file number 20181957113 filed by American Express Bank, FSB on March 2, 2023. (i) No later than thirty (30) days after the Closing Date (or such later date as the Agent shall agree in its sole discretion), deliver to the Agent evidence satisfactory that the UCC-3 amendment statement required to be filed pursuant to the terms of the Closing Date Subordination Agreement has been filed and acknowledged by the relevant Secretary of State. (j) No later than thirty (30) days after the Closing Date (or such later date as the Agent shall agree in its sole discretion), deliver to the Agent a file-stamped copy of the UCC- 3 termination statement terminating UCC-1 financing statement file number 20183128887 filed by Sysco North Texas, a Division of Sysco USA I, Inc. on May 8, 2018.

Post-Closing Actions. Notwithstanding anything to the contrary set forth hereincontained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that: (a) (i) The Credit Parties are not required to the extent not previously delivered have filed (or cause to the Collateral Agent have filed) on or prior to the Closing DateBorrowing Date Financing Statements (on Form UCC-1) or amendments thereto (on Form UCC-3) necessary to perfect the security interests purported to be created by the Security Agreement or the Pledge Agreement and (ii) not later than the 7th day after the Borrowing Date (or such longer period as the Administrative Agent shall agree to in its sole discretion), the Parent Borrower Credit Parties shall deliver have filed (or cause to have filed) all of such Financing Statements (Form UCC-1) or amendments thereto (on Form UCC-3) necessary to perfect the security interest purported to be deliveredcreated by the Security Agreement and the Pledge Agreement. (b) (i) None of NetZero, Inc., Juno Online Services, Inc. and Classmates International, Inc. is required to deliver the certificates evidencing the capital stock of Juno India, StayFriends GmbH or Klassträffen Sweden AB, as the case may be, pledged pursuant to the Pledge Agreement and (ii) within 15 days following the Borrowing Date (or such longer period as the Administrative Agent shall agree to in its sole discretion), the respective Subsidiary of the Borrower shall deliver its relevant certificate to the Collateral Agent within 120 days after pursuant to the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion): (i) a title policy (or policies) or an unconditional binding commitment from the title company to issue for such insurance to be replaced by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall (a) be in an amount reasonably approved by Collateral Agent, (ii) insure that the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; Pledge Agreement. (c) name the Collateral Agent for the benefit of the Lenders as the insured thereunder; (d) be in the form of an ALTA Loan Policy; (e) contain such endorsements, coinsurance, reinsurance, The Borrower and affirmative coverage as reasonably agreed each relevant Subsidiary shall use commercially reasonable efforts to by the Collateral Agent obtain and the Parent Borrower; and (f) be issued by First American Title Insurance Company or any other title companies reasonably satisfactory deliver to the Collateral Agent (with any other reasonably satisfactory title companies acting fully executed landlord waivers and/or bailee agreements in respect of those Leaseholds designated as co-insurers or reinsurers“Leaseholds Subject to Landlord Waivers” on Schedule III hereto, at the option each of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) in a form and substance reasonably acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the Mortgages, which opinions landlord waivers and/or bailee agreements shall be in form and substance, and from counsel, substance reasonably satisfactory to the Collateral Agent. Notwithstanding . (d) Within 90 days after the foregoingBorrowing Date, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause have caused the organizational documents of Juno India to be delivered) any Mortgage under this Section 7.12 until amended to eliminate all prohibitions and restrictions on the pledge, assignment or transfer of Equity Interests of Juno India (including, without limitation, (i) Collateral Agent has delivered the documents and other information required under paragraphs (i)any requirement of notice of such pledge, transfer or assignment, (ii) any right of first refusal in favor of existing shareholders and (iii) any prohibition on such pledge, assignment or transfer without the sanction of Section 7.9(gthe board of directors of Juno India). (e) The Borrower shall have used commercially reasonable efforts to each Lender expressly requesting such documents obtain Form UCC-3 termination statements reasonably satisfactory to the Administrative Agent in respect of the Liens marked with an asterisk on Schedule VII hereto and other information and (ii) the earlier of (a) receipt by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not caused same to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (b) 120 filed in the appropriate governmental office within 60 days after following the Closing Borrowing Date (or such later date longer period as agreed by the Administrative Agent shall agree to in its sole discretion). (f) Within 45 days following the Borrowing Date, NetZero, Inc. shall have closed, or delivered to the Collateral Agent “control” agreements (in the form required by Section 3.2(b)(i) of the Pledge Agreement and otherwise in form and substance reasonably satisfactory to the Collateral Agent) with respect to, its reasonable discretionsecurities accounts numbered CP-12695-G2, 19-78710, 19-78C87 and 19-21764 maintained with UBS or Xxxxxx Xxxxxxx, as the case may be. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents), provided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Borrowing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.19 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by Section 13.19 have been taken (or were required to be taken). The incurrence of Term Loans on the Borrowing Date shall constitute a representation, warranty and covenant by the Borrower to each of the Lenders that the actions required pursuant to this Section 13.19 will be, or have been, taken within the relevant time periods referred to in this Section 13.19 and that, at such time, all representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct without any modification pursuant to this Section 13.19, and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary set forth herein, to the extent not previously delivered to the Collateral Agent (i) At any time on or prior to the Closing Date, the Parent Borrower shall deliver (or cause to be delivered) to the Collateral Agent within 120 days after the Closing Date and within five (or such later date as agreed 5) Business Days after receipt of the initial field examination report from CBIZ, Inc. by the Collateral Agent in its reasonable discretion): (i) a title policy (or policies) or an unconditional binding commitment from the title company to issue for such insurance to be replaced by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall (a) be in an amount reasonably approved by Collateral Administrative Agent, the Administrative Agent may propose one or more amendments to this Agreement in order to (iiA) insure that amend or otherwise modify, or change (directly or indirectly) the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear definitions of all defects and encumbrancesDefaulted Receivable, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit of the Lenders as the insured thereunder; (d) be in the form of an ALTA Loan Policy; (e) contain such endorsementsDelinquent Receivable, coinsuranceEligible Receivable, reinsuranceExcess Concentration, and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; and (f) be issued by First American Title Insurance Company Net Receivables Pool Balance, Adjusted Net Receivables Pool Balance, or Total Reserves, or any other title companies reasonably satisfactory to term referenced in such definitions but not expressly listed hereunder; (B) increase the Collateral Agent then existing Concentration Percentage for any Obligor; or (with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at C) change the option calculation of the Collateral AgentBorrowing Base, in each case to reflect the findings of the initial field examination (the “Proposed Amendments”); (ii) an American Land Title Association survey (or survey update) in a . The parties shall use commercially reasonable efforts to agree on the form and substance reasonably acceptable of any such Proposed Amendments, and to enter into a written amendment to this Agreement giving effect to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for Proposed Amendments, not later than ten (10) Business Days following the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Administrative Agent’s proposal. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent The Borrower shall not be required entitled to deliver (submit any new Loan Requests until the Proposed Amendments, if requested, are entered into. If the parties are unable to agree on all or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered part of the documents and other information required under paragraphs (i)Proposed Amendments, (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) then a Termination Date shall automatically occur on the earlier of (aA) receipt by the Collateral eleventh (11th) Business Day following the Administrative Agent’s proposal or (B) the date the Borrower notifies the Administrative Agent in writing that it will not agree to the Proposed Amendments. (ii) On or prior to January 31, 2019 (the “Post Closing Due Date”), the Borrower shall (A) enter into and deliver an executed copy of written confirmation from the applicable Account Control Agreement with respect to each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 Collection Account Bank and (bB) 120 days after take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request in connection with the immediately preceding clause (A) (including, but not limited to the delivery of executed copies of the opinions of counsel that would have been required had any such Account Control Agreement been executed and delivered on the Closing Date), in each case, in form and substance satisfactory to the Administrative Agent and the Majority Group Agents; provided, that the Post-Closing Due Date may be extended upon the written consent of the Administrative Agent (or such later date as agreed by the Collateral Agent in its reasonable discretionwhich may be via e-mail).

Post-Closing Actions. Notwithstanding anything Each of the Credit Parties agrees that it will complete each of the actions described below as soon as commercially reasonable and by no later than the date set below with respect to such action or such later date as the contrary set forth hereinAdministrative Agent may reasonably agree: (a) with respect to each Real Property listed on Schedule 5.15, the relevant Credit Parties shall cause to the extent not previously be delivered to the Collateral Agent on or prior each of the Related Real Estate Documents within 90 days following the Closing Date; (b) the Administrative Agent shall have received the appropriate endorsements for the certificates of insurance delivered pursuant to Section 5.12 within 30 days following the Closing Date; (c) within five (5) Business Days following the Closing Date, the Parent Borrower Administrative Agent shall deliver have received (or cause to be deliveredx) to the Collateral Agent within 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion): Dutch Pledges Over Shares, which Dutch Pledges Over Shares (i) a title policy (or policies) or an unconditional binding commitment from the title company to issue for such insurance to be replaced shall have been duly authorized, executed and delivered by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall (a) be in an amount reasonably approved by Collateral Agent, each Dutch Credit Party party thereto and (ii) insure that the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit of the Lenders as the insured thereunder; (d) shall be in the form of an ALTA Loan Policy; (e) contain such endorsements, coinsurance, reinsurance, and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; and (f) be issued by First American Title Insurance Company or any other title companies substance reasonably satisfactory to the Collateral Agent and (with any other reasonably satisfactory title companies acting as co-insurers or reinsurersy) an opinion from NautaDutilh, at special Dutch counsel to the option Credit Parties, addressed to the Administrative Agents, the Collateral Agent and each of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) Lenders party hereto on such date in a form and substance reasonably acceptable satisfactory to the Administrative Agent; (d) within ten (10) Business Days following the Closing Date, the Company and any applicable Subsidiaries of the Company shall discharge, or cause to be discharged, each and every filing, registration or recordation made in any province or territory of Canada (other than Ontario) that perfects, hypothecates or records a Lien made or created pursuant to, or in connection with, the Second Lien Loan Agreement and any loan documents thereunder, and the Company and any applicable Subsidiaries of the Company shall forthwith thereafter provide to the Collateral Agent evidence of such discharge reasonably requested by the Collateral Agent including, without limitation, Lien searches conducted in the applicable provinces and territories of Canada evidencing the complete discharge of such Liens; and[Reserved]; (e) within five (5) Business Days following the Closing Date, the Company shall deliver to the Administrative Agent the certificate representing Equity Interests of SunOpta Global Organic Ingredients, Inc. (and the accompanying irrevocable undated stock power or such existing survey stock transfer form); (f) within five (5) Business Days following the Closing Date, the Collateral Agent shall have received the Subordinated Intercompany Note duly executed by the Company and each Restricted Subsidiary, together with undated instruments of transfer with respect thereto endorsed in blank; and (g) within thirty (30) days following the Closing Date, the Administrative Agent shall have received (i) a no-change affidavit sufficient draft of the Quebec Hypothec and RDPRM registration form for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements Collateral Agent’s approval, and (iiiii) legal opinions of local counsel in evidence that such Quebec Hypothec shall have been duly authorized, executed and delivered by Tradin Organics USA LLC. Once approved by the states where the Mortgaged Properties are located relating Collateral Agent, and subsequent to the Mortgagesexecution and requisite filing/registration of same, which opinions the Administrative Agent shall be in form have received (i) RDPRM and substance, Lien searches and from counsel, other evidence reasonably satisfactory to the Collateral Agent. Notwithstanding Agent that such filing/registration are the foregoingonly Liens against Tradin Organics USA LLC or the Collateral thereof except Liens permitted by Section 9.01 hereof, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) an opinion from Xxxxxx Xxxxxxx LLP, special Quebec counsel to Tradin Organics USA LLC, addressed to the earlier of (a) receipt by Administrative Agents, the Collateral Agent and each of written confirmation from each the Lenders party hereto on such Lender that flood insurance diligence date in form and related compliance has been completed by such Lender (such written confirmation not substance reasonably satisfactory to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (b) 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion)Administrative Agent.

Post-Closing Actions. Notwithstanding anything to the contrary set forth hereincontained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that: (a) the Administrative Agent (i) shall not have received on the Restatement Effective Date a favorable opinion from any of (w) Thommessen Xxxxxxxx Xxxxx Xxxx AS, Norwegian counsel to each Credit Party, (x) Xxxxx & Xxxxxxx, Bahamian counsel to each Credit Party, (y) Xxxxxx & Xxxxxx LLP, Vanuatu maritime counsel to each Credit Party or (z) White & Case LLP, London Office, English counsel to the extent not previously delivered to the Collateral Administrative Agent on or prior to the Closing Dateand (ii) shall have received as promptly as practicable and in no event later than October 2, the Parent Borrower shall deliver (or cause to be delivered) to the Collateral Agent within 120 days after the Closing Date 2009 (or such later date as agreed by shall be acceptable to the Collateral Administrative Agent (the “First Post-Closing Date”)), each a favorable opinion from each of the counsel listed in its reasonable discretion): clauses (w) through (z) above; (b) Trico Shipping (i) a title policy (or policies) or an unconditional binding commitment from the title company to issue for such insurance to be replaced by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall (a) be in an amount reasonably approved by Collateral Agent, (ii) insure that the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit of the Lenders as the insured thereunder; (d) be in the form of an ALTA Loan Policy; (e) contain such endorsements, coinsurance, reinsurance, and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; and (f) be issued by First American Title Insurance Company or any other title companies reasonably satisfactory to the Collateral Agent (with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at the option of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) in a form and substance reasonably acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause have caused to be deliveredrecorded in the appropriate vessel registry on the Restatement Effective Date Vessel Mortgages, amendments to the Vessel Mortgages or amendments and restatements of the Vessel Mortgages, as applicable, with respect to each of the Mortgaged Vessels listed in rows 1 through 12 on Schedule III and (ii) any Mortgage under this Section 7.12 until shall be required to have caused to be recorded in the appropriate vessel registry, as promptly as practicable and in no event later than the First Post-Closing Date, Vessel Mortgages, amendments to the Vessel Mortgages or amendments and restatements of the Vessel Mortgages, as applicable, with respect to each of the Mortgaged Vessels listed in rows 1 through 12 on Schedule III; (c) (i) Collateral Agent has delivered neither of the documents and other information Borrowers shall be required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information have caused to be recorded in the appropriate vessel registry on the Restatement Effective Date a Factoring Agreement and (ii) the earlier Borrowers shall be required to have caused to be recorded in the appropriate vessel registry, as promptly as practicable and in no event later than the First Post-Closing Date, Factoring Agreements; (d) Trico Subsea (i) shall not be required to have obtained or delivered on or prior to the Restatement Effective Date all necessary consents required for the assignment of (a) receipt by each Refund Guarantee to the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (bii) 120 days after the Closing Date shall be required to obtain and deliver, as promptly as practicable and in no event later than October 31, 2009 (or such later date as agreed by shall be acceptable to the Administrative Agent (the “Second Post-Closing Date”)), all necessary consents required for the assignment of each Refund Guarantee to the Collateral Agent Agent; and (e) the Borrowers shall use their commercially reasonable efforts to provide consents relating to the Assignment of Charters for any charter or other similar contract that has as of the Restatement Effective Date a remaining term of twelve (12) months or greater, including any extension option, granted by Trico Subsea. All conditions precedent and representations contained in its reasonable discretionthis Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents), provided that (x) to the extent any representation and warranty would not be true in all material respects because the foregoing actions were not taken on the Restatement Effective Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.24 (except to the extent such representations and warranties expressly relate to an earlier date) and (y) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Restatement Effective Date, all respective representations and warranties relating to the Security Documents shall be required to be true in all material respects immediately after the actions required to be taken by Section 13.24 have been taken (or were required to be taken) (except to the extent such representations and warranties expressly relate to an earlier date). The acceptance of the proceeds of each Loan incurred after (I) the First Post-Closing Date shall constitute a representation, warranty and covenant by each of Holdings and the Borrowers to each of the Lenders that the actions required pursuant to Sections 13.24(a), (b) and (c) will be, or have been, taken within the relevant time periods referred to in Sections 13.24(a), (b) and (c), and (II) the Second Post-Closing Date shall constitute a representation, warranty and covenant by each of Holdings and the Borrowers to each of the Lenders that the actions required pursuant to Section 13.24(d) will be, or have been, taken within the relevant time periods referred to in Section 13.24(d), and that, at each such time, all representations and warranties contained in this Agreement and the other Credit Documents shall then be true and correct in all material respects (except to the extent such representations and warranties expressly relate to an earlier date) without any modification pursuant to this Section 13.24 (except, prior to the Second Post-Closing Date, Section 13.24(d)), and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement.

Post-Closing Actions. Notwithstanding anything to the contrary set forth herein, to the extent not previously delivered to the Collateral Agent on or prior (a) Subsequent to the Closing Date, Transferor shall, from time to time, execute and deliver, upon the Parent Borrower shall deliver (request of Acquiror, all such other and further materials and documents and instruments of conveyance, transfer or cause assignment as may reasonably be requested by Acquiror to be delivered) effect, record or verify the transfer to, and vesting in Acquiror, of Transferor's right, title and interest in and to the Collateral Agent within 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion): (i) a title policy (or policies) or an unconditional binding commitment from the title company to issue for such insurance to be replaced by a final title policy in the form of a pro forma policy or marked up commitmentAcquired Assets, which policy shall (a) be in an amount reasonably approved by Collateral Agent, (ii) insure that the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear of all defects Liens, in accordance with the terms of this Agreement. (b) Following the Closing, Transferor will, consistent with Transferor's Plan of Reorganization attached hereto as Schedule 6.8(b), apply the cash portion of the Acquisition Consideration received under this Agreement, other than amounts held in escrow, to the payment of all of its existing liabilities and encumbrances, except those permitted by Sections 8.2 and such future liabilities promptly as may be approved by the Collateral Agent; they come due. (c) name Following the Collateral Agent for the benefit Closing, Transferor, consistent with Transferor's Plan of Reorganization, shall not distribute any shares of the Lenders Common Stock to its shareholders until the earlier of the consummation of Acquiror's initial public offering or the date two years following the Closing Date; provided, however, that Transferor may transfer such shares to a Liquidating Trust (the "Liquidating Trust"), each in compliance with federal and state securities laws; and provided further, that if in the reasonable opinion of Acquiror, the Fairness Approval (as defined in Section 8.7) issued by the insured thereunder; Commissioner of the California Department of Corporations in connection with the Fairness Hearing provides an adequate exemption from registration of such shares under federal and state securities laws, Transferor may distribute such shares to its shareholders on the day immediately preceding the last date on which such distribution would be exempt from registration under the Securities Act on the basis of the Fairness Approval issued by the Commissioner. In the event the Fairness Approval does not provide a basis for an exemption from registration of the distribution of such shares under federal and state securities laws, upon such distribution from the Liquidating Trust, Acquiror shall register, at Acquiror's expense, the distribution of such shares pursuant to a registration statement under the Act and under applicable state securities laws. In addition, Transferor hereby agrees that its founders, officers, directors or shareholders owning a percentage of shares of the Acquiror specified by the managing underwriter, will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to Acquiror's initial public offering and ending on the date specified by Acquiror and the managing underwriter (provided that such period shall not exceed the lesser of (A) the lock-up period applicable to Acquiror's directors, officers and affiliates and (B) one hundred eighty (l80) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or (d) be in the form of an ALTA Loan Policy; (e) contain such endorsements, coinsurance, reinsurance, and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; and (f) be issued by First American Title Insurance Company or any other title companies reasonably satisfactory to the Collateral Agent (with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at the option of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) in a form and substance reasonably acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until Transferor hereby agrees that (i) Collateral Agent has delivered Transferor's shareholders' beneficial interests in the documents Liquidating Trust will not be represented by certificates and other information required under paragraphs (i)will not be transferable, except by death, intestate succession or operation of law, (ii) the beneficial interests in the Liquidating Trust will be non-voting and Transferor's shareholders will have no voting rights with respect to the Acquiror Common Stock held in such Liquidating Trust, (iii) the Liquidating Trust will not engage in any trade or business and the sole purpose of Section 7.9(g) the Liquidating Trust will be to each Lender expressly requesting liquidate and distribute Transferor's assets transferred to such documents and other information Liquidating Trust, and (iiiv) Transferor will provide to the earlier Liquidating Trust periodic reports, for distribution to the beneficiaries of (a) receipt by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (b) 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion)Liquidating Trust.

Post-Closing Actions. Notwithstanding anything (a) As soon as practicable following the Closing, each Indian Subsidiary shall file a notification with its authorised dealer bank regarding the change in lender (from Xxxxx I to Endo Finance Holdings, Inc.) and execution of PFPL ECB Novation Agreements and the PAT ECB Novation Agreement within seven (7) days of such change and novation becoming effective. (b) As soon as practicable following the Closing, each Indian Subsidiary shall notify the relevant Governmental Authority (including the Unit Approval Committee, Indore Special Economic Zone and the Pharmaceuticals Export Promotion Council of India), in relation to the contrary set forth hereinchange in ownership of the Indian Subsidiaries (as applicable). (c) As soon as practicable following the Closing, the relevant Seller shall hand over to the extent not previously delivered relevant Buyer the originals or scanned copies of the existing books, corporate documents and accounting records of Endo Luxembourg. (d) As soon as practicable following the Closing, the relevant Buyer shall deliver to the Collateral Agent on or prior to relevant Seller evidence of the Closing Datefiling of the sale and purchase of the applicable Transferred Equity Interests, the Parent Borrower shall deliver (change of shareholders, and the change of managers or cause to be delivered) to the Collateral Agent within 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion): directors with (i) a title policy the Trade and Companies Register of Luxembourg (or policies) or an unconditional binding commitment from Registre de Commerce et des Sociétés, Luxembourg), in connection with the title company to issue for such insurance to be replaced by a final title policy in sale and purchase of the form of a pro forma policy or marked up commitmentEndo Luxembourg Transferred Equity Interests, which policy shall (a) be in an amount reasonably approved by Collateral Agent, and (ii) insure that solely if Buyer Parent duly exercises the Mortgage created thereby creates a valid first Lien on Canada Holdco Equity Option in accordance with Section 2.8(a), applicable Governmental Authorities in Canada in connection with the Mortgaged Property encumbered thereby free sale and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit purchase of the Lenders as the insured thereunder; (d) be in the form of an ALTA Loan Policy; Canada Holdco Transferred Equity Interests. (e) contain such endorsementsAs soon as practicable following the Closing, coinsurancethe relevant Buyer shall deliver to the relevant Seller evidence of the performance of the necessary and/or required filings pursuant to the Luxembourg law of 13 January 2019 establishing a register of beneficial owners, reinsurance, and affirmative coverage as reasonably agreed to by including any filings with the Collateral Agent and the Parent Borrower; and Luxembourg Registry of Beneficial Owners (Registre des Bénéficiaires Effectifs). (f) be issued by First American Title Insurance Company or any other title companies reasonably satisfactory As soon as practicable following the Closing, PFPL shall deliver to the Collateral Agent (with any other reasonably satisfactory title companies acting as co-insurers or reinsurersBuyer, at the option copies of the Collateral Agent)following documents: (i) the board resolution of PFPL approving the conversion of the compulsorily convertible debentures acquired by the Indian HoldCo from PPI, and issuance and allotment of equity shares to the Indian HoldCo in lieu thereof; (ii) an American Land Title Association survey (or survey update) in a form PFPL’s shareholders’ approval to issue and substance reasonably acceptable allot equity shares to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for Indian HoldCo in lieu of conversion of the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and compulsorily convertible debentures; (iii) legal opinions Form PAS-3 as filed with the jurisdictional Registrar of local counsel in Companies for the states where the Mortgaged Properties are located relating allotment of shares to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) the earlier of (a) receipt by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (b) 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion)Indian HoldCo.

Post-Closing Actions. Notwithstanding anything Each of the Credit Parties agrees that it will complete each of the actions described below as soon as commercially reasonable and by no later than the date set below with respect to such action or such later date as the contrary set forth hereinAdministrative Agent may reasonably agree: (a) with respect to each Real Property listed on Schedule 5.15, the relevant Credit Parties shall cause to the extent not previously be delivered to the Collateral Agent on or prior each of the Related Real Estate Documents within 90 days following the Closing Date; (b) the Administrative Agent shall have received the appropriate endorsements for the certificates of insurance delivered pursuant to Section 5.12 within 30 days following the Closing Date; (c) within five (5) Business Days following the Closing Date, the Parent Borrower Administrative Agent shall deliver have received (or cause to be deliveredx) to the Collateral Agent within 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion): Dutch Pledges Over Shares, which Dutch Pledges Over Shares (i) a title policy (or policies) or an unconditional binding commitment from the title company to issue for such insurance to be replaced shall have been duly authorized, executed and delivered by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall (a) be in an amount reasonably approved by Collateral Agent, each Dutch Credit Party party thereto and (ii) insure that the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit of the Lenders as the insured thereunder; (d) shall be in the form of an ALTA Loan Policy; (e) contain such endorsements, coinsurance, reinsurance, and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; and (f) be issued by First American Title Insurance Company or any other title companies substance reasonably satisfactory to the Collateral Agent and (with any other reasonably satisfactory title companies acting as co-insurers or reinsurersy) an opinion from NautaDutilh, at special Dutch counsel to the option Credit Parties, addressed to the Administrative Agents, the Collateral Agent and each of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) Lenders party hereto on such date in a form and substance reasonably acceptable satisfactory to the Administrative Agent; (d) [Reserved]; (e) within five (5) Business Days following the Closing Date, the Company shall deliver to the Administrative Agent the certificate representing Equity Interests of SunOpta Global Organic Ingredients, Inc. (and the accompanying irrevocable undated stock power or stock transfer form); (f) within five (5) Business Days following the Closing Date, the Collateral Agent or such existing survey shall have received the Subordinated Intercompany Note duly executed by the Company and each Restricted Subsidiary, together with undated instruments of transfer with respect thereto endorsed in blank; and (g) within thirty (30) days following the Closing Date, the Administrative Agent shall have received (i) a no-change affidavit sufficient draft of the Quebec Hypothec and RDPRM registration form for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements Collateral Agent’s approval, and (iiiii) legal opinions of local counsel in evidence that such Quebec Hypothec shall have been duly authorized, executed and delivered by Tradin Organics USA LLC. Once approved by the states where the Mortgaged Properties are located relating Collateral Agent, and subsequent to the Mortgagesexecution and requisite filing/registration of same, which opinions the Administrative Agent shall be in form have received (i) RDPRM and substance, Lien searches and from counsel, other evidence reasonably satisfactory to the Collateral Agent. Notwithstanding Agent that such filing/registration are the foregoingonly Liens against Tradin Organics USA LLC or the Collateral thereof except Liens permitted by Section 9.01 hereof, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) an opinion from Xxxxxx Xxxxxxx LLP, special Quebec counsel to Tradin Organics USA LLC, addressed to the earlier of (a) receipt by Administrative Agents, the Collateral Agent and each of written confirmation from each the Lenders party hereto on such Lender that flood insurance diligence date in form and related compliance has been completed by such Lender (such written confirmation not substance reasonably satisfactory to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (b) 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion)Administrative Agent.

Post-Closing Actions. Notwithstanding anything As soon as practicable after the Closing Date the Borrower shall (a) in no event later than the date twenty Business Days after the Closing Date, take all actions necessary or advisable to perfect to the contrary maximum extent permitted or recognized under applicable law (or attain the functional equivalent of perfection of) the security interest granted to the Lender in Non-Domestic Intellectual Property constituting Collateral, other than specific items of Non-Domestic Intellectual Property reasonably requested by the Borrower in writing, including a description thereof in reasonable detail (including without limitation identifying information for such item, a description thereof, its location and an estimated Dollar value therefor), which the Lender reasonably consents in writing is not subject to perfection (or the functional equivalent of perfection cannot be attained) of the security interest therein (provided, however, that any failure to so perfect during such twenty Business Day period, as may be extended pursuant to this Section 10.36, other than a failure arising from the Borrower or any agent of the Borrower failing to take any such necessary or advisable action, shall not during such period constitute an Event of Default hereunder or under any other Loan Document), and (b) upon the written request of the Lender, establish a deposit account, or reconstitute the Disbursement Account, as a deposit or other account in which the Lender has an ownership interest in addition to the security interest granted pursuant to the Security Documents, or such other account acceptable to the Lender and the Borrower, that is in either case obtainable from a reputable financial institution of recognized standing, which account shall in any case be subject to the terms and conditions governing withdrawals set forth hereinin Section 10.2, into which the funds in the Disbursement Account shall be transferred (if such new account is separate from the Disbursement Account), and as to which all interest and other income generated by the funds deposited therein shall be owned exclusively by the Borrower and paid by the Bank into a separate deposit account of the Borrower, and which account shall thereafter be the Disbursement Account for all purposes hereunder and under the other Loan Documents. Upon the perfection (or the functional equivalent of perfection) of the Lender’s security interest in an items of Non-Domestic Intellectual Property constituting Collateral, the Borrower shall as soon as practicable cause the delivery to the Lender of a legal opinion of its outside counsel with respect to such perfection (or functional equivalent) in form consistent, to the extent not previously applicable, with other legal opinions delivered to the Collateral Agent on or prior to the Closing Date, the Parent Borrower shall deliver (or cause to be delivered) to the Collateral Agent within 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion): (i) a title policy (or policies) or an unconditional binding commitment from the title company to issue for such insurance to be replaced by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall (a) be in an amount reasonably approved by Collateral Agent, (ii) insure that the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit of the Lenders as the insured thereunder; (d) be in the form of an ALTA Loan Policy; (e) contain such endorsements, coinsurance, reinsurance, and affirmative coverage as reasonably agreed to by the Collateral Agent Borrower’s counsel under this Agreement and the Parent Borrower; other Transaction Documents and (f) be issued by First American Title Insurance Company or any other title companies reasonably satisfactory to the Collateral Agent (with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at the option of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) in a form and substance reasonably acceptable to the Collateral Agent Lender. Upon written request by Borrower to the Lender for consent to the non-perfection (or such existing survey together functional equivalent) of the security interest in any item of Non-Domestic Intellectual Property, complying with this Section 10.36, the Lender shall endeavor to deliver a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related determination with respect to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel request within two Business Days after receipt thereof, provided, that in the states where event the Mortgaged Properties are located relating Lender shall not render such determination within two Business Days, the twenty Business Day period during which the Borrower is otherwise obligated pursuant to this Section 10.36 to perfect the security interest in such item shall automatically be extended by the number of Business Days equal to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to number of Business Days after such two Business Day period through the Collateral Agent. Notwithstanding date the foregoing, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting renders such documents and other information and (ii) the earlier of (a) receipt by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (b) 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion)determination.

Post-Closing Actions. Notwithstanding anything to the contrary set forth hereinThe Borrower shall, to the extent not previously delivered to the Collateral Agent on or prior to within 180 days after -------------------- the Closing Date, the Parent Borrower shall deliver (or cause to be delivered) to the Collateral Agent within 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion): , (i) a title policy (or policies) or an unconditional binding commitment from deliver to the title company to issue for such insurance to be replaced by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall (a) be in an amount reasonably approved by Collateral Agent, (ii) insure Administrative Agent evidence that all action that the Mortgage created thereby creates a valid Administrative Agent may deem necessary or desirable in order to perfect and protect the first priority Lien on of the Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Administrative Agent for the benefit of the Lenders as Secured Parties in all foreign registrations of Intellectual Property in Australia, Canada, France, Germany, Italy, Japan, Mexico, Netherlands Antilles, Spain, and the insured thereunderUnited Kingdom has been taken; (d) be provided that taking such action does not result in the form granting of an ALTA Loan Policy; (e) contain such endorsementsa trademark registration, coinsurancepatent, reinsurance, and affirmative coverage as reasonably agreed to by copyright registration or application therefor in the Collateral Agent and the Parent Borrower; and (f) be issued by First American Title Insurance Company or any other title companies reasonably satisfactory to the Collateral Agent (with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at the option name of the Collateral Agent); Administrative Agent or the Secured Parties; (ii) an American Land Title Association survey (or survey update) in a form and substance reasonably acceptable deliver to the Collateral Administrative Agent a certificate of each Foreign Subsidiary, signed on behalf of such Foreign Subsidiary by its President or a Vice President and its Secretary or any Assistant Secretary, dated the date of the Initial Extension of Credit (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to a true and correct copy of the Constitutive Document of such existing survey together with Foreign Subsidiary and a no-change affidavit sufficient for copy of an intercompany promissory note duly executed by each Foreign Subsidiary (other than any Restricted Subsidiary) and duly endorsed to the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and Administrative Agent; (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating deliver to the Mortgages, which opinions shall Administrative Agent such landlord and bailee waiver and consent agreements as may be in form and substance, and from counsel, reasonably satisfactory requested by the Administrative Agent; (iv) deliver to the Collateral Agent. Notwithstanding the foregoingAdministrative Agent executed control agreements with respect to all deposit, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents savings, investment and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) the earlier of (a) receipt accounts maintained by the Collateral Agent Borrower or any of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender its Material Domestic Subsidiaries; and (such written confirmation not v) at the request of any Hedge Bank delivered to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (b) 120 the Borrower within 30 days after the Closing Date Date, enter into amendments to existing master agreements for Hedge Bank Hedge Agreements with such Hedge Bank (or A) providing that the obligations of the Borrower and FinServ under such later date as agreed agreements are secured by the Collateral Agent Documents until the payment in its reasonable discretionfull of all Obligations under this Agreement and the other Loan Documents (other than the Hedge Bank Hedge Agreements), the cancellation or expiration of all Letters of Credit and the termination of the Commitments and (B) setting forth the arrangements to be made between the parties at such time with respect to the providing of other collateral, if any.

Post-Closing Actions. Notwithstanding anything to the contrary set forth hereincontained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that: 121 (i) Form UCC-1 financing statements and the grants of security interests in certain intellectual property delivered by the Borrower to the extent not previously Collateral Agent on the Initial Borrowing Date pursuant to the Security Documents shall be filed in the appropriate governmental office within 10 days following the Initial Borrowing Date. (ii) stock certificates (and executed and undated endorsements for the transfer thereof) evidencing the Equity Interests of each Subsidiary (other than any Super Foods Subsidiary) of each Credit Party pledged to the Collateral Agent pursuant to the Pledge Agreement shall be delivered to the Collateral Agent on or prior within three days following the Initial Borrowing Date; (iii) stock certificates (and executed and undated endorsements for the transfer thereof) evidencing the Equity Interests of the Super Foods Subsidiaries pledged to the Closing Date, Collateral Agent pursuant to the Parent Borrower Pledge Agreement shall deliver (or cause to be delivered) delivered to the Collateral Agent within 120 ten days after following the Closing Initial Borrowing Date (or such later date as may be agreed to in writing by the Collateral Administrative Agent in its reasonable discretion): or the Required Lenders); (iiv) a title policy (or policies) or an unconditional binding commitment from the title company to issue for such insurance to be replaced by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall (a) be notes in an aggregate outstanding principal amount reasonably approved by Collateral Agent, (ii) insure that of approximately $4,698,275 evidencing certain customer loans described on Annex C to the Mortgage created thereby creates a valid first Lien Pledge Agreement and not delivered on the Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may Initial Borrowing Date shall be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit of the Lenders as the insured thereunder; (d) be in the form of an ALTA Loan Policy; (e) contain such endorsements, coinsurance, reinsurance, and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; and (f) be issued by First American Title Insurance Company or any other title companies reasonably satisfactory delivered to the Collateral Agent (with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at within 30 days following the option of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) in a form and substance reasonably acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) the earlier of (a) receipt by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (b) 120 days after the Closing Initial Borrowing Date (or such later date as may be agreed to in writing by the Collateral Administrative Agent or the Required Lenders); and (v) executed landlord waivers in respect of the Real Property set forth on Part B of Schedule IV (other than the Real Property located at 0000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx) shall be delivered as promptly as possible following the Initial Borrowing Date, it being understood that the Borrower and its Subsidiaries shall only be required to use their reasonable discretioncommercial efforts to obtain such landlord waivers. All provisions of this Credit Agreement and the other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as otherwise provided in the Credit Documents).; PROVIDED that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Initial Borrowing Date the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 13.18 and (y) all representations and warranties relating to the Security Documents shall be required to be true immediately after the actions required to be taken by this Section 13.18 have been taken (or were required to be taken). The acceptance of the benefits of the Loans shall constitute a covenant and agreement by the Borrower to each of the Lenders that the actions required pursuant to this Section 13.18 will be, or have been, taken within the relevant time periods referred to in this Section 13.18 and that, at such time, all representations and warranties contained in this Credit Agreement and the other Credit Documents shall then be true and correct 122 without any modification pursuant to this Section 13.18. The parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement. * * * 123

Post-Closing Actions. Notwithstanding anything to the contrary set forth herein, to the extent not previously delivered to the Collateral Agent on or prior to the Closing Date, the Parent Borrower shall deliver (or cause to be delivereda) to the Collateral Agent within 120 No later than thirty (30) days after the Closing Date (or such later date as agreed by the Collateral Agent shall agree in its reasonable sole discretion): ), deliver a Control Agreement for each Deposit Account (i) a title policy other than any Excluded Account (or policies) or an unconditional binding commitment from the title company to issue for as such insurance to be replaced by a final title policy term is defined in the form of a pro forma policy or marked up commitment, which policy shall (aSecurity Agreement)) be in an amount reasonably approved maintained by Collateral Agent, (ii) insure that the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such any Obligor as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit of the Lenders as the insured thereunder; (d) be in the form of an ALTA Loan Policy; (e) contain such endorsements, coinsurance, reinsurance, and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; and (f) be issued by First American Title Insurance Company or any other title companies reasonably satisfactory to the Collateral Agent (with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at the option of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) in a form and substance reasonably acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) the earlier of (a) receipt by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and Closing Date. (b) 120 No later than thirty (30) days after the Closing Date (or such later date as agreed the Agent shall agree its sole discretion), deliver to the Agent any and all endorsements for the applicable insurance policies, evidencing (i) the addition of the Agent and its successors and assigns, as additional insured and/or lender loss payee, as applicable, under the applicable insurance policies and (ii) that the Agent and its successors and assigns, will be given notice of any cancellation of each applicable insurance policy, in each case, in form and substance reasonably satisfactory to the Agent. (c) No later than ten (10) days after the Closing Date (or such later date as the Agent shall agree in its sole discretion), deliver to the Agent original copies of the stock certificate representing 100% of the issued and outstanding Equity Interests of Pinstripes at Prairiefire, Inc. and related stock power, all in form and substance reasonably satisfactory to the Agent. (d) No later than thirty (30) days after the Closing Date (or such later date as the Agent shall agree its sole discretion), deliver to the Agent amended operating agreements for Pinstripes Hillsdale LLC and Pinstripes Illinois, LLC, incorporating “pledge” provisions reasonably satisfactory to the Agent. (e) No later than thirty (30) days after the Closing Date (or such later date as the Agent shall agree its sole discretion), deliver to the Agent evidence that all security interests in favor of CIBC Bank USA (formerly known as The Private Bank and Trust Company), on the Borrower’s intellectual property have been terminated and released in full. (f) No later than thirty (30) days after the Closing Date (or such later date as the Agent shall agree in its sole discretion), deliver satisfactory evidence that all security interests and other liens granted to or held by Live Oak Banking Company shall have been released and discharged, including providing evidence satisfactory that UCC-3 termination statements have been filed and acknowledged by the Collateral relevant Secretary of State with respect to the following UCC-1 financing statements: (i) file number 20172783642, filed on April 28, 2017, naming Pinstripes, Inc., as debtor, and Live Oak Banking Company, as secured party, (ii) file number 20178411615, filed on December 19, 2017, naming Pinstripes, Inc., as debtor, and Live Oak Banking Company, as secured party, (iii) file number 20180512430, filed on January 23, 2018, naming Pinstripes, Inc., as debtor, and Live Oak Banking Company, as secured party, (iv) file number 7388952, filed on March 5, 2018, naming Pinstripes at Prairiefire, Inc., as debtor, and Live Oak Banking Company, as secured party, (v) file number D217291433, naming Pinstripes, Inc., as debtor, and Live Oak Banking Company, as secured party, (vi) file number RP-2017-556887, naming Pinstripes, Inc., as debtor, and Live Oak Banking Company, as secured party, (vii) file number201803069011, naming Pinstripes, Inc., as debtor, and Live Oak Banking Company, as secured party, and (viii) file number 170615-1528008, naming Pinstripes, Inc., as debtor, and Live Oak Banking Company, as secured party. (g) No later than one (1) Business Day following receipt by the Borrower or any other Obligor (or such later date as the Agent shall agree in its reasonable sole discretion), deliver to the Agent a copy of the Articles of Organization of Pinstripes Hillsdale LLC as in effect on the Closing Date, including all amendments thereto, if any, certified by the Secretary of State of the State of California as of a recent date. (h) No later than thirty (30) days after the Closing Date (or such later date as the Agent shall agree in its sole discretion), deliver to the Agent a file-stamped copy of the UCC-3 termination statement terminating UCC-1 financing statement file number 20181957113 filed by American Express Bank, FSB on March 2, 2023. (i) No later than thirty (30) days after the Closing Date (or such later date as the Agent shall agree in its sole discretion), deliver to the Agent evidence satisfactory that the UCC-3 amendment statement required to be filed pursuant to the terms of the Closing Date Subordination Agreement has been filed and acknowledged by the relevant Secretary of State. (j) No later than thirty (30) days after the Closing Date (or such later date as the Agent shall agree in its sole discretion), deliver to the Agent a file-stamped copy of the UCC-3 termination statement terminating UCC-1 financing statement file number 20183128887 filed by Sysco North Texas, a Division of Sysco USA I, Inc. on May 8, 2018.

Post-Closing Actions. Notwithstanding anything (i) Promptly, but in any event not later than ninety (90) calendar days following the Effective Date, cause each of the Xxxxx Fargo Collections Account and the Xxxxx Fargo Revenue Account to be closed and cause any proceeds deposited in such accounts to be transferred to the contrary set forth hereinRevenue Account; (ii) Use commercially reasonable efforts to deliver an Acceptable Landlord Waiver with respect to each Designated Leased Property subject to a lease containing terms that expressly prevents or hinders the removal of any Collateral by any Loan Party or the Administrative Agent; (iii) Promptly, to the extent but in any event not previously delivered to the Collateral Agent on or prior to the Closing Date, the Parent Borrower shall deliver later than sixty (or cause to be delivered60) to the Collateral Agent within 120 calendar days after the Closing Date (or such additional period as the Administrative Agent may reasonably agree) following the Effective Date, use commercially reasonable efforts to take all actions that the Administrative Agent and the Term Loan Collateral Agent may deem reasonably necessary in order to Perfect by Filing, the valid first priority (provided Liens expressly permitted by Section 5.02(a) may exist) Liens and security interests created under the Term Loan Security Agreement in the Title Assets has been taken; (iv) Promptly, but in no event later than one-hundred and fifty (150) calendar days following the Effective Date, with respect to each Title Asset for which no certificate of title/ownership exists or for which no certificate of title/ownership is in the possession of the Loan Parties or the Lenders on the Effective Date (such Title Assets, the “Uncertificated Title Assets”), (x) obtain certificates of title/ownership for each such Title Asset and (x) use commercially reasonable efforts to take all actions that the Administrative Agent and the Term Loan Collateral Agent may deem reasonably necessary in order to Perfect by Filing, the valid first priority (provided Liens expressly permitted by Section 5.02(a) may exist) Liens and security interests created under the Term Loan Security Agreement in the Title Assets has been taken, provided that no Event of Default shall exist AMERICAS 99636855 v27 under this Section 5.01(r)(iv)(x), so long as the Borrower shall pay to the Agents and the Lenders (as applicable) a rate of interest equal to the Default Interest on the amounts specified in, and in accordance with, the terms of Section 2.05(b) commencing on the date as agreed that is 150 calendar days following the Effective Date until the date the Loan Parties have obtained a certificate of title/ownership for each such Title Asset, provided that, the Default Interest shall no longer be payable by the Borrower pursuant to the terms of this Section 5.01(r) on the date that the Uncertificated Title Assets have an outstanding value equal to or less than $500,000 in the aggregate for such Untitled Assets; (v) Promptly, but in no event later than thirty (30) calendar days following the Effective Date, deliver to each relevant insurer of the Loan Parties an executed copy of the Insurance Payment Instruction Letter naming the Term Loan Collateral Agent in its reasonable discretion): (i) a title policy (or policies) or an unconditional binding commitment from as payee under the title company to issue for such insurance to be replaced by a final title policy policies set forth on Schedule 4.01(x), substantially in the form of Exhibit M hereto; (vi) Promptly, but in no event later than ninety (90) calendar days following the Effective Date, deliver to the Administrative Agent a pro forma policy or marked up commitment, which policy shall supplement to Exhibit G with information including (a) be in an amount reasonably approved reasonable estimates of repairs and Maintenance Capital Expenditures by Collateral Agentindividual Frac Fleet, (iib) insure that the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free key performance indicators used by management to monitor needed maintenance by individual Frac Fleet and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit a general description of the Lenders as Loan Parties’ preventive maintenance principles, provided that, upon approval by the insured thereunderAdministrative Agent of such supplement to the Frac Fleet Maintenance Report, such supplement, together with Schedule G delivered on the Effective Date, shall be deemed to be the updated Schedule G hereunder; and (dvii) Promptly, but in no event later than thirty (30) calendar days from the date hereof, deliver to the Administrative Agent copies of all certificates representing the policies, endorsements and other documents required under Section 5.01(d) to be in effect as of the form Effective Date, accompanied by (A) a certificate of an ALTA Loan Policy; the Borrower signed by a Responsible Officer of the Borrower certifying that the copies of each of the policies, endorsements and other documents delivered pursuant to this Section 5.01(r)(vii) are true, correct and complete copies thereof, (eB) contain letters from the Borrower’s insurance brokers or insurers, dated not earlier than fifteen (15) days prior to the date such endorsementscertificate is delivered, coinsurancestating with respect to each such insurance policy that (1) such policy is in full force and effect, reinsurance, (2) all premiums theretofore due and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; payable thereon have been paid and (f3) be issued by First American Title Insurance Company or any other title companies the underwriters of such insurance have agreed that the policies, when issued, will contain the provisions required under Section 5.01(d) and (C) evidence in form and substance reasonably satisfactory to the Collateral Agent (Lenders confirming that such required insurance is in full force and effect in accordance with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at the option terms of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) in a form and substance reasonably acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) the earlier of (a) receipt by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed) and all other deliverables required by this Section 7.12 and (b) 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion)Agreement.