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 Second 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 Term Loan Priority Collateral consisting of Related the 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 Properties as 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 effect immediately prior to the completion Second 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 an opinion or opinions of counsel admitted to practice under the laws of the State in which the Real Estate Collateral Property for the amended Mortgage is located, regarding the Mortgages and the Mortgage amendments in that State, and a due execution, delivery, and authority opinion (consistent with 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 Agent4.01(d), 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 case in form and substance reasonably satisfactory acceptable to the Administrative Agent; and (ii) together with any such new Mortgage, 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 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 e) of the Administrative Agent with respect to definition of “Term Loan Priority Collateral)Collateral Requirements”.

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).

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).

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) ), the Fixed Asset Collateral Requirements with respect to Term Loan Priority the Fixed Asset Collateral consisting of Real Estate that is on the Applicable Collateral Properties and Related Real Estate Collateral located thereon, and (y) within 120 List on the date that is 90 days after the Closing Date (or with respect to the Fixed Asset Collateral that is on the Applicable Collateral List on 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 Fixed Asset 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 use reasonable efforts to deliver or cause to be delivered to the Administrative Agent on or before May 21September 15, 2013 (unless the Administrative Agent, in its sole discretion, shall have agreed to any longer period)2012, a lender’s loss payable endorsement for each of the property insurance policies maintained by the Loan Parties with the following insurance providers (including Marine insurance policies insuring inventorycollectively, the “Specified Property Policies”): (i) required to be maintained pursuant to Section 5.07Lloyds of London, (ii) Chubb Custom Insurance Company (XX Xxxxx & Co), (iii) Arch Specialty Insurance Co., (iv) Liberty Mutual Fire Insurance Company, (v) ACE American Insurance Company, (vi) Ironshore Insurance Ltd—Bermuda, (vii) American Guarantee and Liability (Zurich), (viii) Aspen Insurance UK Ltd, (ix) Houston Casualty, (x) Allied World Assurance Company, (xi) Axis Specialty Insurance—Bermuda, (xii) Lexington (Chartis), (xiii) Westport Insurance Company (Swiss Re), (xiv) Hartford Steam Boiler Inspection and Insurance Co. (Munich Re), (xv) Zurich American Insurance Company and (xvi) Factory Mutual Insurance Company, 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). Loan Parties shall deliver or cause to be delivered to the Administrative Agent all such lender’s loss payable endorsements on or before September 30, 2012 (unless the Administrative Agent, in its sole discretion, shall have agreed to any longer period).