Common use of Post-Closing Collateral Clause in Contracts

Post-Closing Collateral. The Borrower shall have satisfied, and shall have caused each Loan Party to have satisfied, the Term Loan Priority Collateral Requirements on or prior to (x) the date that is 90 days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) with respect to Term Loan Priority Collateral consisting of Real Estate Collateral Properties and Related Real Estate Collateral located thereon, and (y) within 120 days after the Closing (or such later date as may be agreed by the Administrative Agent in its sole discretion) with respect to Term Loan Priority Collateral consisting of Related Real Estate Collateral located at Material Related Collateral Locations. After the Closing Date, the Borrower may substitute one or more fee-owned or ground leasehold interests in Real Estate (and the Equipment located thereon) for any Term Loan Priority Collateral on the Applicable Collateral List subject to the satisfaction of the terms and conditions set forth in Section 9.21, but provided that any such substitution prior to the completion of the requirements of the previous sentence shall not affect the amount of time permitted for taking any action required under this Section 5.25. In addition to the foregoing, Loan Parties shall deliver or cause to be delivered to the Administrative Agent on or before May 21, 2013 (unless the Administrative Agent, in its sole discretion, shall have agreed to any longer period), a lender’s loss payable endorsement for each of the property insurance policies (including Marine insurance policies insuring inventory) required to be maintained pursuant to Section 5.07, each in form and substance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as a loss payee and additional insured. Such endorsements shall, or the insurer shall otherwise agree in writing, to make the Administrative Agent a payee on any payment of a claim under such policies and provide for delivery of such payment directly to the ABL Facility Agent (subject to the rights of the Administrative Agent with respect to Term Loan Priority Collateral).

Post-Closing Collateral. The Borrower shall have satisfied, and shall have caused each Loan Party to have satisfied, the Term Loan Priority Collateral Requirements on (a) On or prior to (x) the date that is 90 60 days after the Closing Third Restatement Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) with respect ), to Term Loan Priority Collateral consisting the extent reasonably necessary to maintain the Lien of the Mortgages on the Real Estate Collateral Properties and Related Real Estate Collateral located thereonas security for the Obligations, and (y) within 120 days after the Closing (or such later date as may be agreed determined by the Administrative Agent in its sole reasonable discretion, the Collateral Agent shall have received such Mortgage amendments (or new Mortgages) as Administrative Agent reasonably determines are required under applicable Law to grant, preserve, protect or perfect the Liens created or intended to be created by the Mortgages with respect to the Real Estate Collateral Properties as in effect immediately prior to the Third Restatement Date or the validity or priority of any such Lien, in proper form for recording in the relevant jurisdictions and in a form reasonably satisfactory to the Administrative Agent; and (i) together with each such Mortgage amendment, the Collateral Agent shall have received an ALTA 11-06 Mortgage Modification endorsement (or equivalent endorsement under applicable Law) to the Title Insurance Policy for such amended Mortgage; and (ii) together with any such new Mortgage or Mortgage amendment, the Collateral Agent shall have received with respect thereto the items required by subparts (a)(ii), (a)(iii), (a)(v)(x), (a)(v)(y), (a)(viii), (b), (d) and (e) of the definition of “Term Loan Priority Collateral consisting of Related Real Estate Collateral located at Material Related Collateral Locations. Requirements”. (b) After the Closing Third Restatement Date, the Borrower may substitute one or more fee-owned or ground leasehold interests in Real Estate (and the Equipment located thereon) for any Term Loan Priority Collateral on the Applicable Collateral List subject to the satisfaction of the terms and conditions set forth in Section 9.21. (c) Notwithstanding the provisions of Sections 5.12, but provided 5.17 and 9.21, with respect to Unified Grocers and its Subsidiaries that any such substitution are required to become Loan Parties, on or prior to the completion of date that is (i) ten (10) Business Days after the requirements of the previous sentence shall not affect the amount of time permitted for taking any action required under this Section 5.25. In addition to the foregoingDelayed Draw Funding Date, Loan Parties shall deliver or cause to be delivered to the Administrative Agent on or before May 21, 2013 (unless the Administrative Agent, in its sole discretion, shall have agreed to any longer period), a lender’s loss payable endorsement for executed Facility Guaranties covering Unified Grocers and each of the property insurance policies (including Marine insurance policies insuring inventory) its Subsidiaries that is required to be maintained pursuant to Section 5.07, each become a Loan Party together with legal opinions in form and substance reasonably satisfactory to the Administrative Agent in respect thereof and naming addressing such other matters as the Administrative Agent may reasonably request, (ii) 30 days after the Delayed Draw Funding Date (or such later date as a loss payee and additional insured. Such endorsements shall, or the insurer shall otherwise agree in writing, to make may be agreed by the Administrative Agent a payee on any payment of a claim in its sole discretion), other than with respect to Real Estate Collateral Properties, all documents and instruments necessary to perfect under such policies (and provide for delivery of such payment directly to the ABL Facility Agent (subject extent required by) this Agreement, the Collateral Agent’s security interests in the Collateral shall have been executed and delivered to the rights of Collateral Agent and, if applicable, filed, and (iii) 45 days after the Delayed Draw Funding Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) all documents and instruments necessary to perfect under (and to the extent required by) this Agreement, the Collateral Agent’s security interests in the Real Estate Collateral Properties (including Mortgages) shall have been executed and delivered to the Collateral Agent and, if applicable, filed and together with respect to each Mortgage the Collateral Agent shall have received the Term Loan Priority Collateral)Collateral Requirements as applicable to Unified Grocers and its Subsidiaries.

Post-Closing Collateral. The Borrower shall have satisfied, and shall have caused each Loan Party to have satisfied, the Term Loan Priority Collateral Requirements on or prior to (xa) Within 90 days of the date that is 90 days after the Closing Date of this Indenture (or such later longer period as the Notes Collateral Agent may agree in its reasonable discretion), the Issuer and the Guarantors shall execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Notes Collateral Agent, for the benefit of the Holders, covering such Real Property subject to a Mortgage as of the date as may be agreed by hereof in favor of the Administrative Agent for the benefit of the Credit Agreement Secured Parties, in its sole discretionform for recording or filing in the recording or filing office of the applicable governmental subdivision where such Mortgaged Property is situated, together with evidence that all filing, documentary, stamp, intangible and mortgage recording taxes, fees, charges, costs and expenses have been paid by Issuer, (ii) with respect to Term Loan Priority Collateral consisting of Real Estate Collateral Properties and Related Real Estate Collateral located thereon, and (y) within 120 days after the Closing (or such later date as may be agreed by the Administrative Agent in its sole discretion) with respect to Term Loan Priority Collateral consisting of Related Real Estate Collateral located at Material Related Collateral Locations. After the Closing Date, the Borrower may substitute one or more fee-owned or ground leasehold interests in Real Estate (and the Equipment located thereon) for any Term Loan Priority Collateral on the Applicable Collateral List subject to the satisfaction of extent the terms and conditions set forth in Section 9.21, but provided that any such substitution prior to the completion of the requirements of the previous sentence shall not affect the amount of time permitted for taking any action required under this Section 5.25. In addition to the foregoing, Loan Parties shall deliver or cause to be same was previously delivered to the Administrative Agent on in connection with the Mortgaged Properties in accordance with the Credit Agreement provide the Notes Collateral Agent with (x) a mortgagee title and extended coverage insurance policy insuring the first priority Lien of the Mortgage upon such Real Property in an amount equal to the fair market value of such Real Property, together with (a) such endorsements as are reasonable and customary or before May 21otherwise as the Notes Collateral Agent shall reasonably request (including, 2013 (unless the Administrative Agent, in its sole discretion, shall have agreed to any longer period)without limitation, a lender’s loss payable tie-in or cluster endorsement for if available) and (b) evidence that all premiums in respect of such policy and all related expenses have been paid by Issuer, as well as a current or updated ALTA survey (or survey affidavit) thereof, certified to the Notes Collateral Agent and the applicable title insurance company , provided that such survey affidavit, if applicable, is sufficient to cause the title insurance company to issue such mortgagee title insurance policies without any standard survey exceptions and with customary survey related endorsements and (y) any consents or estoppels deemed necessary or advisable in connection with such Mortgage, each of the property insurance policies (including Marine insurance policies insuring inventory) required to be maintained pursuant to Section 5.07, each foregoing in form and substance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as a loss payee and additional insured. Such endorsements shall, or the insurer shall otherwise agree in writing, to make the Administrative Agent a payee on any payment of a claim under such policies and provide for delivery of such payment directly to the ABL Facility Notes Collateral Agent (subject provided, that the Issuer and the Guarantors shall only be required to the rights of the Administrative Agent deliver a Mortgage with respect to Term Loan Priority Collateralany real property leasehold interests upon receipt of any required landlord consent to such leasehold Mortgage after using commercially reasonable efforts to obtain such consent and to use commercially reasonable good faith efforts to obtain all such consents and estoppels; provided further nothing herein shall require the Issuer or the Guarantors to use commercially reasonably efforts to obtain any landlord consent to the extent that any such landlord consent was previously not obtained after use of commercially reasonable efforts), (iii) if requested by the Notes Collateral Agent, deliver to the Notes Collateral Agent legal opinions addressed to the Collateral Agent for the benefit of the Holders relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Notes Collateral Agent, (iv) deliver Flood Certificates with respect to any improved Mortgaged Property and (v) otherwise take such actions and execute and/or deliver to the Notes Collateral Agent such documents, agreements or instruments as the Notes Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Liens of any such Mortgage (including, without limitation, any financial data or indemnification instruments required by the title insurance company in connection with issuing a mortgagee title and extended coverage insurance policy as described above). (b) Within 90 days after the date of this Indenture, the Issuer and the Guarantors shall use commercially reasonable efforts to deliver control agreements duly executed by the Issuer or the applicable Guarantor, as applicable, and the applicable deposit bank, securities intermediary or commodities intermediary with respect to each deposit account, securities account and commodities account (in each case, other than an Excluded Account) owned or held by the Issuer and the Guarantors; provided that if at the end of such 90 day period the Issuer and the Guarantors have not delivered the applicable control agreements after their use of commercially reasonably efforts in accordance with this Section 4.18(b), such failure shall not constitute a Default or Event of Default so long as the First Lien Intercreditor Agreement or other intercreditor agreement or arrangement permitted hereunder is then in effect.

Post-Closing Collateral. The Borrower shall have satisfiedBorrowers shall, and shall have caused cause each Loan Party to have satisfiedother Obligor to, as promptly as reasonably practicable, but in no event later than the Term Loan Priority Collateral Requirements on or prior to (x) the date that is 90 number of days after the Closing Date (or applicable to each clause set forth below as any such later date as period may be agreed extended by the Administrative Agent in its sole discretion) with respect Co-Collateral Agents (such extensions not to Term Loan Priority be unreasonably withheld, delayed or conditioned), provide the items or perform the actions listed below (the assets subject to the below requirements, collectively, the “Post-Closing Collateral” and the time periods relating thereto, the “Post-Closing Collateral consisting of Real Estate Collateral Properties and Related Real Estate Collateral located thereon, and Period”): (ya) within 120 90 days after the Closing (or such later date as may be agreed by the Administrative Agent in its sole discretion) with respect to Term Loan Priority Collateral consisting of Related Real Estate Collateral located at Material Related Collateral Locations. After following the Closing Date, the Borrower may substitute one or more fee-Obligors shall, with respect to the owned or ground leasehold interests in Real Estate (and the Equipment located thereon) for any Term Loan Priority Collateral on the Applicable Collateral List subject to the satisfaction of the terms and conditions set forth in Section 9.21on Schedule 1.1(C) (other than such Real Estate that becomes the Agent Excluded Real Property, but provided that any such substitution prior to the completion of the requirements of the previous sentence shall not affect the amount of time permitted for taking any action required under this Section 5.25. In addition to the foregoing“Closing Date Mortgaged Real Property”), Loan Parties shall (i) execute, deliver or cause to be delivered and record to the Administrative Agent on or before May 21, 2013 (unless a Mortgage sufficient to create a perfected Lien in favor of the Administrative Agent, (ii) deliver to the Administrative Agent a customary opinion of local counsel in its sole discretionthe state in which such Closing Date Mortgaged Real Property is located as to such Mortgage, shall have (iii) at least 15 days prior to the effective date of the applicable Mortgage (or such shorter period as agreed to any longer periodby the Co-Collateral Agents), a lender’s loss payable endorsement for the Co-Collateral Agents and each of the property insurance policies applicable Lender shall receive (including Marine insurance policies insuring inventory) required to be maintained pursuant to Section 5.07, each in form and substance reasonably satisfactory to the Administrative Agent Co-Collateral Agents), flood hazard information requested by any Lender as needed for a life-of-loan flood hazard determination and, if the Real Estate is located in a special flood hazard zone, flood insurance documentation (including an acknowledged notice to borrower and naming real property and contents flood insurance by an insurer reasonably acceptable to Co-Collateral Agents) in accordance with the Flood Disaster Protection Act or otherwise reasonably satisfactory to each Lender and other such documents as the Administrative Agent or any Lender may reasonably require; (iv) deliver to the Administrative Agent any existing documents, instruments or agreements as a loss payee the Administrative Agent may reasonably request with respect to any environmental risks regarding such Real Estate (which, as long as Term Loans are outstanding, shall be satisfied by the delivery to the Administrative Agent of the existing documents, instruments or agreements requested by the Term Loan Agent); (v) upon request, deliver to the Administrative Agent any existing survey of such Closing Date Mortgaged Real Property (which, as long as Term Loans are outstanding, shall be satisfied by the delivery to the Administrative Agent of the existing surveys requested by the Term Loan Agent); and additional insured. Such endorsements shall(vi) (A) upon the reasonable request of the Administrative Agent, or the insurer shall otherwise agree in writing, deliver to make the Administrative Agent a payee title report for all Closing Date Mortgaged Real Property with an estimated emergence net book value between $175,000 and $400,000 as set forth on any payment Schedule 1.1(C), and (B) deliver to the Administrative Agent a mortgagee title policy (or “marked” title commitment therefor) for all Closing Date Mortgaged Real Property with an estimated emergence net book value in excess of $400,000 as set forth on Schedule 1.1(C), in form and substance reasonably acceptable to the Administrative Agent, having a claim under such policies and provide for delivery value not in excess of the fair market value of such payment directly Real Estate covering Administrative Agent’s interest under the Mortgage, by an insurer reasonably acceptable to the ABL Facility Administrative Agent (subject which must be fully paid on such effective date) (all of which deliveries under clause (v)(A) above will be satisfied by corresponding deliveries required by the Term Loan Agent under Section 7.3.3(a) of the Term Loan Credit Agreement; provided, that the Borrowers shall not be obligated to deliver any mortgage title policies to the rights extent doing so would require the Borrowers to obtain new surveys, zoning letters, appraisals, or environmental assessments of such Real Estate; (b) within 90 days following the Closing Date the Obligors shall use commercially reasonable efforts to (i) transfer all leased Real Estate (other than the Borrower’s principal office) and all owned Real Estate not secured by a Mortgage (and in any event shall transfer owned Real Estate accounting for at least 90% of the aggregate net book value of all applicable Real Estate) to the SPV; provided that such commercially reasonable efforts shall not require the Obligors to pay consent or similar fees to counterparties to leases or other contracts in order to effect such transfers, and (ii) grant to the Administrative Agent a perfected security interest in the equity interests in the SPV; (c) the Obligors shall use commercially reasonable efforts to create a perfected Lien in favor of the Administrative Agent on each Vehicle that does not constitute Excluded Property that is not currently subject to a perfected security interest in favor of the Administrative Agent within 360 days following the Closing Date; (d) other than as provided in Sections 7.3.3(a) through (c), the Obligors shall not be required to provide any leasehold mortgages or any Related Real Estate Documents with respect to Term Loan Priority Collateralany Mortgaged Property; and (e) within 30 days of the Closing Date (or such longer period as Administrative Agent may agree in its reasonable discretion), the Obligors shall deliver a Securities Account Control Agreement with respect to Account no. xxxxxx01 maintained at Xxxxx Fargo Securities, LLC signed by Xxxxx Fargo Securities, LLC, in the form previously agreed to or such other form reasonably satisfactory to Administrative Agent.

Post-Closing Collateral. (a) The Borrower Issuers and the Guarantors shall use reasonable best efforts to perfect on the date of this Indenture the security interests in the Collateral for the benefit of the holders of the Notes. To the extent that any such security interest cannot be perfected by the date of this Indenture, the Issuers and the Guarantors shall use reasonable best efforts to have all security interests perfected, to the extent required by the Security Documents and this Section 4.19, promptly following the date of this Indenture, but in any event no later than 180 days thereafter or such longer period deemed reasonably necessary by the Collateral Agent. (b) In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected security interest in certain Real Estate, Collateral Agent shall have satisfiedreceived from each applicable Guarantor: (1) fully executed and notarized Mortgages (the “Mortgages”), and shall have caused in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Loan Party to have satisfiedreal estate asset listed in Schedule 1 hereto (each, the Term Loan Priority Collateral Requirements on or prior to (x) the date a “Mortgaged Property”), it being agreed that is 90 days after the Closing Date (or such later date as may be agreed by the Administrative Agent in its sole discretion) with respect to Term Loan Priority Collateral consisting of Real Estate Collateral Properties and Related Real Estate Collateral any Mortgaged Property located thereonin a jurisdiction that imposes a tax on mortgages or similar interests, and (y) within 120 days after the Closing (or such later date as may be agreed amount secured by the Administrative Mortgage shall be limited to the appraised value of the encumbered Mortgaged Property as determined in a manner reasonably satisfactory to the Collateral Agent to minimize such tax; (2) an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) (a) in its sole discretion) each state where a Guarantor party to a Mortgage is organized with respect to Term Loan Priority the due execution, delivery and authorization of such Mortgage and (b) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Collateral consisting of Related Real Estate Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral located at Material Related Collateral Locations. After the Closing Date, the Borrower may substitute Agent; (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more fee-owned or ground leasehold interests in Real Estate title companies reasonably satisfactory to Collateral Agent with respect to each Mortgaged Property (and the Equipment located thereon) for any Term Loan Priority Collateral on the Applicable Collateral List subject to the satisfaction of the terms and conditions set forth in Section 9.21each, but provided that any such substitution prior to the completion of the requirements of the previous sentence shall not affect the amount of time permitted for taking any action required under this Section 5.25. In addition to the foregoing, Loan Parties shall deliver or cause to be delivered to the Administrative Agent on or before May 21, 2013 (unless the Administrative Agenta “Title Policy”), in its sole discretionamounts not less than the Fair Market Value of each Mortgaged Property, shall have agreed together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to any longer period), a lender’s loss payable endorsement for each of the property insurance policies (including Marine insurance policies insuring inventory) required title or otherwise referred to be maintained pursuant to Section 5.07therein, each in form and substance reasonably satisfactory to the Administrative Collateral Agent and naming the Administrative (B) evidence satisfactory to Collateral Agent as a loss payee and additional insured. Such endorsements shall, or the insurer shall otherwise agree in writing, to make the Administrative Agent a payee on any payment of a claim under that such policies and provide for delivery of such payment directly Guarantor has paid to the ABL Facility Agent (subject title company or to the rights appropriate governmental authorities all expenses and premiums of the Administrative Agent title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records; (4) flood certifications with respect to Term Loan Priority Collateral)all Mortgaged Properties and evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors, in form and substance reasonably satisfactory to Collateral Agent; and (5) ALTA surveys of all Mortgaged Properties or no-change affidavits with respect to previously obtained ALTA surveys of all Mortgaged Properties, in either case sufficient to allow the title company to provide customary survey coverage in each Title Policy.

Post-Closing Collateral. The Borrower shall have satisfiedBorrowers shall, and shall have caused cause each Loan Party to have satisfiedother Obligor to, as promptly as reasonably practicable, but in no event later than the Term Loan Priority Collateral Requirements on or prior to (x) the date that is 90 number of days after the Closing Date (or applicable to each clause set forth below as any such later date as period may be agreed extended by the Administrative Collateral Agent in its sole discretion) with respect (such extensions not to Term Loan Priority be unreasonably withheld, delayed or conditioned), provide the items or perform the actions listed below (the assets subject to the below requirements, collectively, the “Post-Closing Collateral” and the time periods relating thereto, the “Post-Closing Collateral consisting of Real Estate Collateral Properties and Related Real Estate Collateral located thereon, and Period”): (ya) within 120 90 days after the Closing (or such later date as may be agreed by the Administrative Agent in its sole discretion) with respect to Term Loan Priority Collateral consisting of Related Real Estate Collateral located at Material Related Collateral Locations. After following the Closing Date, the Borrower may substitute one or more fee-Obligors shall, with respect to the owned or ground leasehold interests in Real Estate (and the Equipment located thereon) for any Term Loan Priority Collateral on the Applicable Collateral List subject to the satisfaction of the terms and conditions set forth in Section 9.21on Schedule 1.1(C) (other than such Real Estate that becomes the Agent Excluded Real Property, but provided that any such substitution prior to the completion of the requirements of the previous sentence shall not affect the amount of time permitted for taking any action required under this Section 5.25. In addition to the foregoing"Closing Date Mortgaged Real Property"), Loan Parties shall (i) execute, deliver or cause to be delivered and record to the Administrative Agent on or before May 21, 2013 (unless a Mortgage sufficient to create a perfected Lien in favor of the Administrative Agent, (ii) deliver to the Administrative Agent a customary opinion of local counsel in its sole discretionthe state in which such Closing Date Mortgaged Real Property is located as to such Mortgage, shall have (iii) at least 15 days prior to the effective date of the applicable Mortgage (or such shorter period as agreed to any longer periodby the Collateral Agent), a lender’s loss payable endorsement for the Collateral Agent and each of the property insurance policies applicable Lender shall receive (including Marine insurance policies insuring inventory) required to be maintained pursuant to Section 5.07, each in form and substance reasonably satisfactory to the Administrative Agent Collateral Agent), flood hazard information requested by any Lender as needed for a life-of-loan flood hazard determination and, if the Real Estate is located in a special flood hazard zone, flood insurance documentation (including an acknowledged notice to borrower and naming real property and contents flood insurance by an insurer reasonably acceptable to Collateral Agent) in accordance with the Flood Disaster Protection Act or otherwise reasonably satisfactory to each Lender and other such documents as the Administrative Agent or any Lender may reasonably require; (iv) deliver to the Administrative Agent any existing documents, instruments or agreements as a loss payee the Administrative Agent may reasonably request with respect to any environmental risks regarding such Real Estate (which, as long as Term Loans are outstanding, shall be satisfied by the delivery to the Administrative Agent of the existing documents, instruments or agreements requested by the Term Loan Agent); (v) upon request, deliver to the Administrative Agent any existing survey of such Closing Date Mortgaged Real Property (which, as long as Term Loans are outstanding, shall be satisfied by the delivery to the Administrative Agent of the existing surveys requested by the Term Loan Agent); and additional insured. Such endorsements shall(vi) (A) upon the reasonable request of the Administrative Agent, or the insurer shall otherwise agree in writing, deliver to make the Administrative Agent a payee title report for all Closing Date Mortgaged Real Property with an estimated emergence net book value between $175,000 and $400,000 as set forth on any payment Schedule 1.1(C), and (B) deliver to the Administrative Agent a mortgagee title policy (or “marked” title commitment therefor) for all Closing Date Mortgaged Real Property with an estimated emergence net book value in excess of $400,000 as set forth on Schedule 1.1(C), in form and substance reasonably acceptable to the Administrative Agent, having a claim under such policies and provide for delivery value not in excess of the fair market value of such payment directly Real Estate covering Administrative Agent’s interest under the Mortgage, by an insurer reasonably acceptable to the ABL Facility Administrative Agent (subject which must be fully paid on such effective date) (all of which deliveries under clause (v)(A) above will be satisfied by corresponding deliveries required by the Term Loan Agent under Section 7.3.3(a) of the Term Loan Credit Agreement; provided, that the Borrowers shall not be obligated to deliver any mortgage title policies to the rights extent doing so would require the Borrowers to obtain new surveys, zoning letters, appraisals, or environmental assessments of such Real Estate; (a) [reserved]; (b) within 90 days following the Closing Date the Obligors shall use commercially reasonable efforts to (i) transfer all leased Real Estate (other than the Borrower’s principal office) and all owned Real Estate not secured by a Mortgage (and in any event shall transfer owned Real Estate accounting for at least 90% of the aggregate net book value of all applicable Real Estate) to the SPV; provided that such commercially reasonable efforts shall not require the Obligors to pay consent or similar fees to counterparties to leases or other contracts in order to effect such transfers, and (ii) grant to the Administrative Agent a perfected security interest in the equity interests in the SPV; (c) the Obligors shall use commercially reasonable efforts to create a perfected Lien in favor of the Administrative Agent on each Vehicle that does not constitute Excluded Property that is not currently subject to a perfected security interest in favor of the Administrative Agent within 360 days following the Closing Date; (d) other than as provided in Sections 7.3.3(a) through (c), the Obligors shall not be required to provide any leasehold mortgages or any Related Real Estate Documents with respect to Term Loan Priority Collateralany Mortgaged Property; and (e) within 30 days of the Closing Date (or such longer period as Administrative Agent may agree in its reasonable discretion), the Obligors shall deliver a Securities Account Control Agreement with respect to Account no. xxxxxx01 maintained at Xxxxx Fargo Securities, LLC signed by Xxxxx Fargo Securities, LLC, in the form previously agreed to or such other form reasonably satisfactory to Administrative Agent.

Post-Closing Collateral. The Borrower shall have satisfiedBorrowers shall, and shall have caused cause each Loan Party other Obligor to, as promptly as reasonably practicable, but in no event later than the number of days after the Closing Date applicable to have satisfiedeach clause set forth below as any such period may be extended by the Collateral Agent (such extensions not to be unreasonably withheld, delayed or conditioned), provide the items or perform the actions listed below (the assets subject to the below requirements, collectively, the Term Loan Priority “Post-Closing Collateral” and the time periods relating thereto, the “Post-Closing Collateral Requirements on or prior Period”): (a) [reserved]; (b) within 90 days following the Closing Date the Obligors shall use commercially reasonable efforts to (xi) transfer all leased Real Estate (other than the Borrower’s principal office) and all owned Real Estate not secured by a Mortgage (and in any event shall transfer owned Real Estate accounting for at least 90% of the aggregate net book value of all applicable Real Estate) to the SPV; provided that such commercially reasonable efforts shall not require the Obligors to pay consent or similar fees to counterparties to leases or other contracts in order to effect such transfers, and (ii) grant to the Administrative Agent a perfected security interest in the equity interests in the SPV; (c) the date Obligors shall use commercially reasonable efforts to create a perfected Lien in favor of the Administrative Agent on each Vehicle that does not constitute Excluded Property that is 90 not currently subject to a perfected security interest in favor of the Administrative Agent within 360 days after following the Closing Date; (d) other than as provided in Sections 7.3.3(a) through (c), the Obligors shall not be required to provide any leasehold mortgages or any Related Real Estate Documents with respect to any Mortgaged Property; and (e) within 30 days of the Closing Date (or such later date longer period as may be agreed by the Administrative Agent may agree in its sole reasonable discretion) ), the Obligors shall deliver a Securities Account Control Agreement with respect to Term Loan Priority Collateral consisting of Real Estate Collateral Properties and Related Real Estate Collateral located thereonAccount no. xxxxxx01 maintained at Xxxxx Fargo Securities, and (y) within 120 days after LLC signed by Xxxxx Fargo Securities, LLC, in the Closing (form previously agreed to or such later date as may be agreed by the Administrative Agent in its sole discretion) with respect to Term Loan Priority Collateral consisting of Related Real Estate Collateral located at Material Related Collateral Locations. After the Closing Date, the Borrower may substitute one or more fee-owned or ground leasehold interests in Real Estate (and the Equipment located thereon) for any Term Loan Priority Collateral on the Applicable Collateral List subject to the satisfaction of the terms and conditions set forth in Section 9.21, but provided that any such substitution prior to the completion of the requirements of the previous sentence shall not affect the amount of time permitted for taking any action required under this Section 5.25. In addition to the foregoing, Loan Parties shall deliver or cause to be delivered to the Administrative Agent on or before May 21, 2013 (unless the Administrative Agent, in its sole discretion, shall have agreed to any longer period), a lender’s loss payable endorsement for each of the property insurance policies (including Marine insurance policies insuring inventory) required to be maintained pursuant to Section 5.07, each in other form and substance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as a loss payee and additional insured. Such endorsements shall, or the insurer shall otherwise agree in writing, to make the Administrative Agent a payee on any payment of a claim under such policies and provide for delivery of such payment directly to the ABL Facility Agent (subject to the rights of the Administrative Agent with respect to Term Loan Priority Collateral)Agent.

Post-Closing Collateral. The Borrower shall have satisfied, and shall have caused each Loan Party to have satisfied, the Term Loan Priority Collateral Requirements on or prior to (xa) the date that is Within 90 days after of the Closing Issue Date (or such later longer period as the Notes Collateral Agent may agree in its reasonable discretion), the Co-Issuers and the Guarantors shall execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Notes Collateral Agent, for the benefit of the Holders, covering such Real Property subject to a Mortgage as of the date as may be agreed by hereof in favor of the Administrative Agent for the benefit of the Credit Agreement Secured Parties, in its sole discretion) form for recording or filing in the recording or filing office of the applicable governmental subdivision where such Mortgaged Property is situated, together with respect to Term Loan Priority Collateral consisting of Real Estate Collateral Properties evidence that all filing, documentary, stamp, intangible and Related Real Estate Collateral located thereonmortgage recording taxes, fees, charges, costs and (y) within 120 days after the Closing (or such later date as may be agreed expenses have been paid by the Administrative Agent in its sole discretionCo-Issuers, (ii) with respect to Term Loan Priority Collateral consisting of Related Real Estate Collateral located at Material Related Collateral Locations. After the Closing Date, the Borrower may substitute one or more fee-owned or ground leasehold interests in Real Estate (and the Equipment located thereon) for any Term Loan Priority Collateral on the Applicable Collateral List subject to the satisfaction of extent the terms and conditions set forth in Section 9.21, but provided that any such substitution prior to the completion of the requirements of the previous sentence shall not affect the amount of time permitted for taking any action required under this Section 5.25. In addition to the foregoing, Loan Parties shall deliver or cause to be same was previously delivered to the Administrative Agent on in connection with the Mortgaged Properties in accordance with the Six Credit Agreement (or, if the Merger is consummated, the HoldCo Credit Agreement) provide the Notes Collateral Agent with (x) a mortgagee title and extended coverage insurance policy insuring the first priority Lien of the Mortgage upon such Real Property in an amount equal to the fair market value of such Real Property, together with (A) such endorsements as are reasonable and customary or before May 21otherwise as the Notes Collateral Agent shall reasonably request (including, 2013 (unless the Administrative Agent, in its sole discretion, shall have agreed to any longer period)without limitation, a lender’s loss payable tie-in or cluster endorsement for if available) and (B) evidence that all premiums in respect of such policy and all related expenses have been paid by the Co-Issuers, as well as a current or updated ALTA survey (or survey affidavit) thereof, certified to the Notes Collateral Agent and the applicable title insurance company; provided that such survey affidavit, if applicable, is sufficient to cause the title insurance company to issue such mortgagee title insurance policies without any standard survey exceptions and with customary survey related endorsements and (y) any consents or estoppels deemed reasonably necessary or advisable in connection with such Mortgage, each of the property insurance policies (including Marine insurance policies insuring inventory) required to be maintained pursuant to Section 5.07, each foregoing in form and substance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as a loss payee and additional insured. Such endorsements shall, or the insurer shall otherwise agree in writing, to make the Administrative Agent a payee on any payment of a claim under such policies and provide for delivery of such payment directly to the ABL Facility Notes Collateral Agent (subject provided that the Co-Issuers and the Guarantors shall only be required to the rights of the Administrative Agent deliver a Mortgage with respect to Term Loan Priority Collateralany real property leasehold interests upon receipt of any required landlord consent to such leasehold Mortgage after using commercially reasonable efforts to obtain such consent and to use commercially reasonable good faith efforts to obtain all such consents and estoppels; provided, further, that nothing herein shall require the Co-Issuer or the Guarantors to use commercially reasonably efforts to obtain any landlord consent to the extent that any such landlord consent was previously not obtained after use of commercially reasonable efforts), (iii) if requested by the Notes Collateral Agent, deliver to the Notes Collateral Agent legal opinions addressed to the Collateral Agent for the benefit of the Holders relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Notes Collateral Agent, (iv) deliver Flood Certificates with respect to any improved Mortgaged Property and (v) otherwise take such actions and execute and/or deliver to the Notes Collateral Agent such documents, agreements or instruments as the Notes Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Liens of any such Mortgage (including, without limitation, any financial data or indemnification instruments required by the title insurance company in connection with issuing a mortgagee title and extended coverage insurance policy as described above). (b) None of the Co-Issuers or the Guarantors shall be required to enter into any control agreement or control, lockbox or similar arrangement with respect to any deposit accounts, securities accounts or commodities accounts; provided that the Notes Collateral Agent, for the benefit of the Holders, may benefit from any such existing agreements that remain in effect in support of the Six 2025 Notes while such Six 2025 Notes remain outstanding.