Common use of Post-Closing Deliveries Clause in Contracts

Post-Closing Deliveries. (a) Promptly, but in any event, not later than the Second Amendment Date, deliver or cause to be delivered to Agent (i) a joinder agreement to this Agreement fully executed by DDH Holdings, the Credit Parties and the Agent pursuant to which DDH Holdings shall become a Guarantor hereunder and become jointly and severally liable for the Obligations of the Guarantors hereunder and xxxxx x xxxx and security interest in its property (to the extent such property would be included in the definition of Collateral), together with amended and restated and schedules to this Agreement, (ii) a fully executed Pledge Agreement by DDH Holdings and any Permitted Holders (other than Xxxx Xxxxxxxx or any Person owned by Xxxx Xxxxxxxx) owning Equity Interests of DDH, pursuant to which DDH Holdings and such Permitted Holders shall pledge all of the Equity Interests owned by such Person in DDH, (iii) such other documents (including without limitation, Control Agreements) as Agent deems necessary to grant to Agent a security interest in any property of DDH Holdings (to the extent such property would be included in the definition of Collateral), and (iv) any other documents Agent may reasonably require in connection with the forgoing, including without limitation, legal opinions, certificates, and any documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (b) Deliver to Agent the Key Executive Policy as required under and in accordance with Section 4.21. (c) Promptly, but in any event, on or before February 28, 2022 (or such later date consented to by Agent, such consent not to be unreasonably withheld, conditioned or delayed), deliver or cause to be delivered to Agent fully executed deposit account control agreements (“Control Agreements”) in form and substance reasonably satisfactory to Agent, among Agent, ABL Lender, the financial institutions or other Person at which all applicable deposit accounts are maintained and the Credit Party maintaining such account(s), with respect to all deposit accounts of Credit Parties (other than those utilized solely for making payroll or employee benefit related payments), including, without limitation, the Depository Accounts and the Funding Accounts, which agreements shall be effective for Agent to obtain “control” (as defined in the Uniform Commercial Code) of all such accounts and all monies on deposit in, or credited to, such deposit accounts and all certificates and instruments, if any, representing or evidencing such deposit accounts. (d) Deliver to Agent the Landlord Waiver Agreements as required under and in accordance with Section 4.5(c). (e) Within fourteen days after the Closing Date (or such later date agreed to by Agent and the Required Lenders in their reasonable discretion), Borrowers shall deliver to Agent an amendment to the existing ABL Credit Agreement (an “ABL Amendment”) in effect on the date hereof, in form and substance satisfactory to Agent and the Required Lenders, pursuant to which ABL Lender agrees to increase the commitments under the existing ABL Credit Agreement to $5,000,000 and agrees to such other amendments which are satisfactory to Agent and the Required Lenders in their reasonable discretion; provided however that if such ABL Amendment is not executed and delivered on or prior to the due date set forth above, it shall not be an Event of Default hereunder if Borrowers terminate the existing ABL Credit Agreement and repay all obligations owing thereunder no later than the fourteenth day after the Closing Date (or such later date agreed to by Agent and the Required Lenders in their reasonable discretion). (f) Within ten (10) days of the Closing Date, Borrowers shall deliver evidence that their insurance policies are in compliance with Section 4.11 hereof (or otherwise acceptable to Agent and Required Lenders in their sole discretion) and deliver certificates of insurance evidencing such compliance and the endorsements required to be delivered pursuant to Section 4.11 hereof.

Post-Closing Deliveries. 100 (a) Promptly, but in any event, not later than within five (5) Business Days after the Second Amendment Closing Date, deliver or cause to be delivered to Agent (i) a joinder agreement original signatures to this Agreement fully executed by DDH Holdings, the Credit Parties and the Agent pursuant to which DDH Holdings shall become a Guarantor hereunder and become jointly and severally liable for the Obligations of the Guarantors hereunder and xxxxx x xxxx and security interest in its property (to the extent such property would be included in the definition of Collateral), together with amended and restated and schedules to this Agreement, (ii) a fully executed Pledge Agreement by DDH Holdings and any Permitted Holders (other than Xxxx Xxxxxxxx or any Person owned by Xxxx Xxxxxxxx) owning Equity Interests of DDH, pursuant to which DDH Holdings and such Permitted Holders shall pledge all of the Equity Interests owned by such Person in DDH, (iii) such other documents (including without limitation, Control Agreements) as Agent deems necessary to grant to Agent a security interest in any property of DDH Holdings (to the extent such property would be included in the definition of Collateral), and (iv) any other documents Agent may reasonably require instruments executed in connection with the forgoing, including without limitation, legal opinions, certificates, and any documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.herewith; (b) Deliver to Agent the Key Executive Policy as required under and in accordance with Section 4.21. Within fifteen (c15) Promptly, but in any event, on or before February 28, 2022 (or such later date consented to by Agent, such consent not to be unreasonably withheld, conditioned or delayed), deliver or cause to be delivered to Agent fully executed deposit account control agreements (“Control Agreements”) in form and substance reasonably satisfactory to Agent, among Agent, ABL Lender, the financial institutions or other Person at which all applicable deposit accounts are maintained and the Credit Party maintaining such account(s), with respect to all deposit accounts of Credit Parties (other than those utilized solely for making payroll or employee benefit related payments), including, without limitation, the Depository Accounts and the Funding Accounts, which agreements shall be effective for Agent to obtain “control” (as defined in the Uniform Commercial Code) of all such accounts and all monies on deposit in, or credited to, such deposit accounts and all certificates and instruments, if any, representing or evidencing such deposit accounts. (d) Deliver to Agent the Landlord Waiver Agreements as required under and in accordance with Section 4.5(c). (e) Within fourteen days after the Closing Date (or such later date agreed to by Agent and the Required Lenders in their reasonable discretion)Date, Borrowers shall deliver to Agent an amendment to the existing ABL Credit Agreement (an “ABL Amendment”) in effect on the date hereofAgent, in form and substance satisfactory to Agent in its Permitted Discretion, endorsements issued by Loan Parties’ applicable insurers naming Agent as lender loss payee and additional insured, as applicable, with respect to the Required Lenders, insurance certificates delivered pursuant to which ABL Lender agrees to increase the commitments under the existing ABL Credit Agreement to $5,000,000 and agrees to such other amendments which are satisfactory to Agent and the Required Lenders in their reasonable discretion; provided however that if such ABL Amendment is not executed and delivered on or prior to the due date set forth above, it shall not be an Event of Default hereunder if Borrowers terminate the existing ABL Credit Agreement and repay all obligations owing thereunder no later than the fourteenth day Section 8.1(s) hereof; (c) Within ninety (90) days after the Closing Date Date, use commercially reasonable efforts to deliver to Agent Lien Waiver/Access Agreements with respect to all locations required to be subject to Lien Waiver/Access Agreements under Section 4.2; (d) within one hundred and twenty (120) days after the Closing Date, deliver to Agent evidence of the closure of all deposit accounts, securities accounts and investment accounts which are not maintained with PNC and/or any of its applicable Affiliates; (e) Within twelve (12) months after the Closing Date, deliver to Agent (i) evidence of the dissolution of Viant UK or such later date agreed to by Agent and (ii) the Required Lenders in their reasonable discretion).original certificate, together with any applicable transfer power, of Viant UK constituting Collateral; and (f) Within ten thirty (1030) days of after the Closing Fourth Amendment Effective Date, Borrowers shall deliver to Agent, in form and substance satisfactory to Agent in its Permitted Discretion, (i) evidence that their insurance policies are in compliance with Section 4.11 hereof (or otherwise acceptable to Agent adequate insurance, including without limitation, casualty and Required Lenders in their sole discretion) and deliver certificates of insurance evidencing such compliance and the endorsements liability insurance, required to be delivered pursuant maintained under this Amendment is in full force and effect with respect to Section 4.11 hereofHoldings, (ii) insurance certificates issued by Holdings’ insurance broker containing such information regarding Holdings’ property and liability insurance policies as Agent shall request in its Permitted Discretion and naming Agent as an additional insured and lenders loss payee, as applicable, and (iii) endorsements issued by Holdings’ applicable insurers naming Agent as lender loss payee and additional insured, as applicable, with respect to the insurance certificates required under clause (ii) above.

Post-Closing Deliveries. (a) Promptly, but in any eventThe Borrower will deliver to the Administrative Agent, not later than the Second Amendment Date, deliver or cause to be delivered to Agent (i) a joinder agreement to this Agreement fully executed by DDH Holdings, the Credit Parties and the Agent pursuant to which DDH Holdings shall become a Guarantor hereunder and become jointly and severally liable for the Obligations of the Guarantors hereunder and xxxxx x xxxx and security interest in its property (to the extent such property would be included in the definition of Collateral), together with amended and restated and schedules to this Agreement, (ii) a fully executed Pledge Agreement by DDH Holdings and any Permitted Holders (other than Xxxx Xxxxxxxx or any Person owned by Xxxx Xxxxxxxx) owning Equity Interests of DDH, pursuant to which DDH Holdings and such Permitted Holders shall pledge all of the Equity Interests owned by such Person in DDH, (iii) such other documents (including without limitation, Control Agreements) as Agent deems necessary to grant to Agent a security interest in any property of DDH Holdings (to the extent such property would be included in the definition of Collateral), and (iv) any other documents Agent may reasonably require in connection with the forgoing, including without limitation, legal opinions, certificates, and any documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (b) Deliver to Agent the Key Executive Policy as required under and in accordance with Section 4.21. (c) Promptly, but in any event, on or before February 28, 2022 (or such later date consented to by Agent, such consent not to be unreasonably withheld, conditioned or delayed), deliver or cause to be delivered to Agent fully executed deposit account control agreements (“Control Agreements”) in form and substance reasonably satisfactory to Agent, among Agent, ABL Lender, the financial institutions or other Person at which all applicable deposit accounts are maintained and the Credit Party maintaining such account(s), with respect to all deposit accounts of Credit Parties (other than those utilized solely for making payroll or employee benefit related payments), including, without limitation, the Depository Accounts and the Funding Accounts, which agreements shall be effective for Agent to obtain “control” (as defined in the Uniform Commercial Code) of all such accounts and all monies on deposit in, or credited to, such deposit accounts and all certificates and instruments, if any, representing or evidencing such deposit accounts. (d) Deliver to Agent the Landlord Waiver Agreements as required under and in accordance with Section 4.5(c). (e) Within fourteen days after the Closing Date (or such later date agreed to by Agent and the Required Lenders in their reasonable discretion), Borrowers shall deliver to Agent an amendment to the existing ABL Credit Agreement (an “ABL Amendment”) in effect on 14th day following the date hereof, each of the following, each in form and substance satisfactory to the Administrative Agent: (i) One or more Owner Pledge Agreements, each in form and substance satisfactory to the Administrative Agent, duly executed by each Owner of the Borrower, granting the Administrative Agent a security interest in all of the Capital Stock of the Borrower. (ii) Original stock certificates (or other applicable evidence of ownership) evidencing all issued and outstanding Capital Stock of the Required LendersBorrower and each Subsidiary of the Borrower, pursuant together with stock powers executed in blank by the applicable Owner. (iii) With respect to which ABL Lender agrees to increase any Owner of the commitments under Borrower that is not an individual, a certificate of the existing ABL Credit secretary or other appropriate officer of such Owner (A) certifying that the execution, delivery and performance of that Owner’s Owner Pledge Agreement to $5,000,000 have been duly approved by all necessary action of the Governing Board of such Owner, and agrees attaching true and correct copies of the applicable resolutions granting such approval, (B) certifying that attached to such other amendments which certificate are satisfactory true and correct copies of the Organizational Documents of such Owner, together with such copies, and (C) certifying the names of the officers of such Owner that are authorized to Agent and the Required Lenders in their reasonable discretion; provided however sign that if such ABL Amendment is not executed and delivered on or prior Owner’s Owner Pledge Agreement. (iv) An opinion of counsel to each Owner, opining as to the due date set forth aboveexecution, it shall delivery and enforceability of that Owner’s Owner Pledge Agreement. (b) The Borrower will deliver to the Administrative Agent, not be an Event of Default hereunder if Borrowers terminate the existing ABL Credit Agreement and repay all obligations owing thereunder no later than the fourteenth 60th day after following the Closing Date date hereof, each of the following, each in form and substance satisfactory to the Administrative Agent: (or i) Two copies of an ALTA land survey covering the land referred to in each Mortgage and all related appurtenant easements, prepared by a licensed, registered surveyor and incorporating the legal description of such later date agreed land, showing the location of all points and lines referred to by Agent in the legal description and, with respect to each such parcel which has significant improvements thereon, the location of all existing material improvements, including driveways and parking, as being within the exterior boundaries of such land and the Required Lenders location of all utilities and the location of all easements and encroachments onto or from such land that are visible on such land, known to the surveyor preparing the survey or of record, identifying easements of record by recording data. (ii) With respect to each parcel covered by a Mortgage, a letter from the appropriate city or county authority having jurisdiction over such parcel stating that the improvements thereon and the use thereof comply with all applicable ordinances, zoning, planned unit development, subdivision, platting, environmental and land use requirements, without special variance or exception (other than those that have been obtained and remain in their reasonable discretionfull force and effect). (fiii) Within ten (10) days of A consent and waiver agreement signed by each landlord with respect to the Closing DateObligor’s leased locations as shown on Schedule 4.15, Borrowers shall deliver evidence that their insurance policies are acknowledging the Administrative Agent’s prior security interest in compliance with Section 4.11 hereof (or otherwise acceptable to all personal property located on such leased site and allowing the Administrative Agent and Required the Lenders in their sole discretionto enter upon such leased site to remove such personal property at any time. (iv) and deliver certificates of insurance evidencing such compliance and the endorsements Such deposit account control agreements as may be required to be delivered pursuant to Section 4.11 hereof5.11.

Post-Closing Deliveries. (a) Promptly, but in any event, not later than the Second Amendment Date, deliver or cause Deliver to be delivered to Agent (i) a joinder agreement to this Agreement fully executed by DDH Holdings, the Credit Parties and the Agent pursuant to which DDH Holdings shall become a Guarantor hereunder and become jointly and severally liable for within the Obligations of time periods indicated the Guarantors hereunder and xxxxx x xxxx and security interest in its property (to the extent such property would be included in the definition of Collateral), together with amended and restated and schedules to this Agreement, (ii) a fully executed Pledge Agreement by DDH Holdings and any Permitted Holders (other than Xxxx Xxxxxxxx or any Person owned by Xxxx Xxxxxxxx) owning Equity Interests of DDH, pursuant to which DDH Holdings and such Permitted Holders shall pledge all of the Equity Interests owned by such Person in DDH, (iii) such other following documents (including without limitation, Control Agreements) as Agent deems necessary to grant to Agent a security interest in any property of DDH Holdings (to the extent such property would be included in the definition of Collateral), and (iv) any other documents Agent may reasonably require in connection with the forgoing, including without limitation, legal opinions, certificates, and any documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (b) Deliver to Agent the Key Executive Policy as required under and in accordance with Section 4.21. (c) Promptly, but in any event, on or before February 28, 2022 (or such later date consented to by Agent, such consent not to be unreasonably withheld, conditioned or delayed), deliver or cause to be delivered to Agent fully executed deposit account control agreements (“Control Agreements”) in form and substance reasonably satisfactory to Agent, among Agent, ABL Lender, the financial institutions or other Person at which all applicable deposit accounts are maintained and the Credit Party maintaining such account(s), with respect to all deposit accounts of Credit Parties (other than those utilized solely for making payroll or employee benefit related payments), including, without limitation, the Depository Accounts and the Funding Accounts, which agreements shall be effective for Agent to obtain “control” (as defined in the Uniform Commercial Code) of all such accounts and all monies on deposit in, or credited to, such deposit accounts and all certificates and instruments, if any, representing or evidencing such deposit accounts. (d) Deliver to Agent the Landlord Waiver Agreements as required under and in accordance with Section 4.5(c). (e) Within fourteen days after the Closing Date (or such later date agreed to by Agent and the Required Lenders in their reasonable discretion), Borrowers shall deliver to Agent an amendment to the existing ABL Credit Agreement (an “ABL Amendment”) in effect on the date hereof, in form and substance satisfactory to the Agent and the Required Lenders, pursuant to which ABL Lender agrees to increase the commitments under the existing ABL Credit Agreement to $5,000,000 and agrees to such other amendments which are satisfactory to Agent and the Required Lenders in their reasonable discretion; provided however that if such ABL Amendment is not executed and delivered on or prior to the due date set forth above, it shall not be an Event of Default hereunder if Borrowers terminate the existing ABL Credit Agreement and repay all obligations owing thereunder no later than the fourteenth day after the Closing Date (or such later date agreed to by Agent and the Required Lenders in their reasonable discretion).: (fa) Within ten within ninety (1090) days of the Closing Date, Borrowers shall deliver evidence that the following Material Real Property Support Documents relating to each Mortgaged Property set forth on Schedule 5.4 hereto (other than the Comfort Sleep property) to the extent not delivered at the Closing Date: (i) commitments for Title Policies with such endorsements as may be requested by the Agent; (ii) copies of title exceptions with respect to the Mortgaged Property, acceptable in form and substance to the Agent; (iii) Phase I environmental reports with respect to the Mortgaged Property, acceptable in form, scope, detail, analysis, and results to the Agent; (iv) current surveys of the Mortgaged Property and surveyor's affidavits; (v) appraisals of the Mortgaged Property and all machinery and equipment constituting Collateral; (vi) Borrower's affidavit for the Mortgaged Property; (b) Within thirty (30) days of the Closing Date, the following to the extent not delivered at the Closing Date: (i) stock certificates and stock registry forms, as required by and acceptable in detail to the Agent, including any schedules affected thereby; (ii) Account Control Agreements together with attached copies of account statements and customer-commodities intermediary account agreements; (iii) third party consent of CIPCO S.C., Inc. and Prospin Industries, Inc. to assignment of any rights under their insurance policies are in compliance respective License Agreements with Section 4.11 hereof the Borrower; and (or otherwise acceptable iv) third party consent of Cluett, Peabody & Co., Inc. to Agent assignment of any xxxxxs xxxxx xts License Agreement with the Borrower, subject to the Borrower's exercise of its best efforts. (c) Within five (5) business days of the Closing Date, the following to the extent not delivered at Closing Date: (i) all original schedules to this Agreement and Required Lenders in their sole discretionany other Loan Document, revised and completed; and (ii) executed originals of the Compliance Certificate, Initial Borrowing Notice, Interest Rate Selection Notice, Certificate of Borrowing Base and deliver any other certificates of insurance evidencing such compliance and the endorsements required to be delivered pursuant to Section 4.11 hereofunder this Agreement.

Post-Closing Deliveries. Subject to such extensions as the Agent may grant in its sole discretion (which may be granted via an electronic record): (a) Promptly, but in any event, not later than within five (5) Business Days after the Second Amendment Closing Date, deliver or cause to be delivered to Agent (i) a joinder agreement original signatures to this Agreement fully executed by DDH Holdings, the Credit Parties and the Agent pursuant to which DDH Holdings shall become a Guarantor hereunder and become jointly and severally liable for the Obligations of the Guarantors hereunder and xxxxx x xxxx and security interest in its property (to the extent such property would be included in the definition of Collateral), together with amended and restated and schedules to this Agreement, (ii) a fully executed Pledge Agreement by DDH Holdings and any Permitted Holders (other than Xxxx Xxxxxxxx or any Person owned by Xxxx Xxxxxxxx) owning Equity Interests of DDH, pursuant to which DDH Holdings and such Permitted Holders shall pledge all of the Equity Interests owned by such Person in DDH, (iii) such other documents (including without limitation, Control Agreements) as Agent deems necessary to grant to Agent a security interest in any property of DDH Holdings (to the extent such property would be included in the definition of Collateral), and (iv) any other documents Agent may reasonably require instruments executed in connection with the forgoing, including without limitation, legal opinions, certificates, and any documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.herewith; (b) Deliver to Agent the Key Executive Policy as required under and in accordance with Section 4.21. Within fifteen (c15) Promptly, but in any event, on or before February 28, 2022 (or such later date consented to by Agent, such consent not to be unreasonably withheld, conditioned or delayed), deliver or cause to be delivered to Agent fully executed deposit account control agreements (“Control Agreements”) in form and substance reasonably satisfactory to Agent, among Agent, ABL Lender, the financial institutions or other Person at which all applicable deposit accounts are maintained and the Credit Party maintaining such account(s), with respect to all deposit accounts of Credit Parties (other than those utilized solely for making payroll or employee benefit related payments), including, without limitation, the Depository Accounts and the Funding Accounts, which agreements shall be effective for Agent to obtain “control” (as defined in the Uniform Commercial Code) of all such accounts and all monies on deposit in, or credited to, such deposit accounts and all certificates and instruments, if any, representing or evidencing such deposit accounts. (d) Deliver to Agent the Landlord Waiver Agreements as required under and in accordance with Section 4.5(c). (e) Within fourteen days after the Closing Date (or such later date agreed to by Agent and the Required Lenders in their reasonable discretion)Date, Borrowers shall deliver to Agent an amendment to the existing ABL Credit Agreement (an “ABL Amendment”) in effect on the date hereofAgent, in form and substance satisfactory to Agent in its Permitted Discretion, endorsements issued by Loan Parties’ applicable insurers naming Agent as lender loss payee and additional insured, as applicable, with respect to the Required Lenders, insurance certificates delivered pursuant to which ABL Lender agrees to increase the commitments under the existing ABL Credit Agreement to $5,000,000 and agrees to such other amendments which are satisfactory to Agent and the Required Lenders in their reasonable discretion; provided however that if such ABL Amendment is not executed and delivered on or prior to the due date set forth above, it shall not be an Event of Default hereunder if Borrowers terminate the existing ABL Credit Agreement and repay all obligations owing thereunder no later than the fourteenth day Section 8.1(s) hereof; (c) Within ninety (90) days after the Closing Date Date, use commercially reasonable efforts to deliver to Agent Lien Waiver/Access Agreements with respect to all locations required to be subject to Lien Waiver/Access Agreements under Section 4.2; (d) within one hundred and twenty (120) days after the Closing Date, deliver to Agent evidence of the closure of all deposit accounts, securities accounts and investment accounts which are not maintained with PNC and/or any of its applicable Affiliates; (e) Within twelve (12) months after the Closing Date, deliver to Agent (i) evidence of the dissolution of Viant UK or such later date agreed to by Agent and (ii) the Required Lenders in their reasonable discretion).original certificate, together with any applicable transfer power, of Viant UK constituting Collateral; and (f) Within ten thirty (1030) days of after the Closing Fourth Amendment Effective Date, Borrowers shall deliver to Agent, in form and substance satisfactory to Agent in its Permitted Discretion, (i) evidence that their insurance policies are in compliance with Section 4.11 hereof (or otherwise acceptable to Agent adequate insurance, including without limitation, casualty and Required Lenders in their sole discretion) and deliver certificates of insurance evidencing such compliance and the endorsements liability insurance, required to be delivered pursuant maintained under this Amendment is in full force and effect with respect to Section 4.11 hereofHoldings, (ii) insurance certificates issued by Holdings’ insurance broker containing such information regarding Holdings’ property and liability insurance policies as Agent shall request in its Permitted Discretion and naming Agent as an additional insured and lenders loss payee, as applicable, and (iii) endorsements issued by Holdings’ applicable insurers naming Agent as lender loss payee and additional insured, as applicable, with respect to the insurance certificates required under clause (ii) above.

Post-Closing Deliveries. (a) Promptly, but in any event, not later than the Second Amendment Date, The Borrower hereby agrees to deliver or cause to be delivered to Agent (i) a joinder agreement to this Agreement fully executed by DDH Holdings, the Credit Parties and the Agent pursuant to which DDH Holdings shall become a Guarantor hereunder and become jointly and severally liable for the Obligations of the Guarantors hereunder and xxxxx x xxxx and security interest in its property (to the extent such property would be included in the definition of Collateral), together with amended and restated and schedules to this Agreement, (ii) a fully executed Pledge Agreement by DDH Holdings and any Permitted Holders (other than Xxxx Xxxxxxxx or any Person owned by Xxxx Xxxxxxxx) owning Equity Interests of DDH, pursuant to which DDH Holdings and such Permitted Holders shall pledge all of the Equity Interests owned by such Person in DDH, (iii) such other documents (including without limitation, Control Agreements) as Agent deems necessary to grant to Agent a security interest in any property of DDH Holdings (to the extent such property would be included in the definition of Collateral), and (iv) any other documents Agent may reasonably require in connection with the forgoing, including without limitation, legal opinions, certificates, and any documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (b) Deliver to Agent the Key Executive Policy as required under and in accordance with Section 4.21. (c) Promptly, but in any event, on or before February 28, 2022 (or such later date consented to by Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed), deliver or cause to be delivered to Agent fully executed deposit account control agreements (“Control Agreements”) in form and substance reasonably satisfactory to Administrative Agent, among Agent, ABL Lender, the financial institutions items described on Schedule 7.15 hereof on or other Person at which all applicable deposit accounts are maintained and before the Credit Party maintaining such account(s), dates specified with respect to all deposit accounts such items, or such later dates as may be agreed to by Administrative Agent in its sole discretion. All representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of Credit Parties (other the actions described above within the time periods required above and in Schedule 7.15, rather than those utilized solely for making payroll or employee benefit related paymentsas elsewhere provided in the Loan Documents), including, without limitationprovided that (x) to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Original Closing Date, the Depository Accounts respective representation and the Funding Accounts, which agreements warranty shall be effective for Agent required to obtain “control” be true and correct in all material respects at the time the respective action is taken (as defined in the Uniform Commercial Codeor was required to be taken) of all such accounts and all monies on deposit in, or credited to, such deposit accounts and all certificates and instruments, if any, representing or evidencing such deposit accounts. (d) Deliver to Agent the Landlord Waiver Agreements as required under and in accordance with the foregoing provisions of this Section 4.5(c7.15(a) (and Schedule 7.15) and (y) all 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 this Section 7.15(a) (and Schedule 7.15) have been taken (or were required to be taken). (eb) Within fourteen The Borrower hereby agrees to deliver to Administrative Agent, within 15 days after the Closing Third Restatement Effective Date (or such later date dates as may be agreed to by Agent and the Required Lenders in their reasonable sole discretion), Borrowers shall deliver to Agent an amendment to the existing ABL Credit Agreement (an “ABL Amendment”) in effect on the date hereof, in form and substance reasonably satisfactory to Administrative Agent and the Required Lenders: (i) the Administrative Agent shall have received a legal opinion of (i) Xxxxx & Xxxxxxx LLP, local counsel in Wisconsin, (ii) Xxxxxxxx, Loop & Xxxxxxxx, LLP, local counsel in Michigan and North Carolina and (iii) Xxxxx & Xxxxxx L.L.P., local counsel in Colorado, which opinion, in each case, shall be addressed to the Administrative Agent, the Revolving Agent, the Collateral Agent, the Issuing Banks and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders. (c) The Borrower hereby agrees to deliver to Administrative Agent, within 90 days after the Third Restatement Effective Date or such later dates as may be agreed to by the Required Lenders in their sole discretion; provided that, the Collateral Agent (without the Required Lenders’ consent) may extend the deadline by an additional 30 days (i.e., to 120 days after the Third Restatement Effective Date) without the Required Lenders’ consent, in form and substance reasonably satisfactory to Administrative Agent and the Required Lenders, pursuant to which ABL Lender agrees to increase the commitments under the existing ABL Credit Agreement to $5,000,000 and agrees to such other amendments which are satisfactory to Agent and the Required Lenders in their reasonable discretion; provided however that if such ABL Amendment is not executed and delivered on or prior to the due date set forth above, it shall not be an Event of Default hereunder if Borrowers terminate the existing ABL Credit Agreement and repay all obligations owing thereunder no later than the fourteenth day after the Closing Date (or such later date agreed to by Agent and the Required Lenders in their reasonable discretion). (f) Within ten (10) days of the Closing Date, Borrowers shall deliver evidence that their insurance policies are in compliance with Section 4.11 hereof (or otherwise acceptable to Agent and Required Lenders in their sole discretion) and deliver certificates of insurance evidencing such compliance and the endorsements Control Agreements as required to be delivered pursuant to incompliance with Section 4.11 7.08(g) hereof.

Post-Closing Deliveries. The Borrowers shall, or shall ----------------------- cause Holdings or the applicable Subsidiary of Omega to, execute and deliver to the Agent or the Collateral Agent the following documents and instruments within the period prescribed therefor: (a) Promptly, but in any event, not later than the Second Amendment Date, deliver or cause to be delivered to Agent (i) a joinder agreement to this Agreement fully executed by DDH Holdings, the Credit Parties and the Agent pursuant to which DDH Holdings shall become a Guarantor hereunder and become jointly and severally liable for the Obligations of the Guarantors hereunder and xxxxx x xxxx and security interest in its property (to the extent such property would be included in the definition of Collateral), together with amended and restated and schedules to this Agreement, (ii) a fully executed Pledge Agreement by DDH Holdings and any Permitted Holders (other than Xxxx Xxxxxxxx or any Person owned by Xxxx Xxxxxxxx) owning Equity Interests of DDH, pursuant to which DDH Holdings and such Permitted Holders shall pledge all of the Equity Interests owned by such Person in DDH, (iii) such other documents (including without limitation, Control Agreements) as Agent deems necessary to grant to Agent a security interest in any property of DDH Holdings (to the extent such property would be included in the definition of Collateral), and (iv) any other documents Agent may reasonably require in connection with the forgoing, including without limitation, legal opinions, certificates, and any documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (b) Deliver to Agent the Key Executive Policy as required under and in accordance with Section 4.21. (c) Promptly, but in any event, on or before February 28, 2022 (or such later date consented to by Agent, such consent not to be unreasonably withheld, conditioned or delayed), deliver or cause to be delivered to Agent fully executed deposit account control agreements (“Control Agreements”) in form and substance reasonably satisfactory to Agent, among Agent, ABL Lender, the financial institutions or other Person at which all applicable deposit accounts are maintained and the Credit Party maintaining such account(s), with respect to all deposit accounts of Credit Parties (other than those utilized solely for making payroll or employee benefit related payments), including, without limitation, the Depository Accounts and the Funding Accounts, which agreements shall be effective for Agent to obtain “control” (as defined in the Uniform Commercial Code) of all such accounts and all monies on deposit in, or credited to, such deposit accounts and all certificates and instruments, if any, representing or evidencing such deposit accounts. (d) Deliver to Agent the Landlord Waiver Agreements as required under and in accordance with Section 4.5(c). (e) Within fourteen within 30 days after the Closing Date (or such later date agreed to by Agent and the Required Lenders in their reasonable discretion)hereof, Borrowers shall deliver to Agent an amendment to the existing ABL Credit Agreement (an “ABL Amendment”) in effect on the date hereof, Omega Collateral Assignment in form and substance satisfactory to the Collateral Agent; (b) within 60 days after the request of the Agent and or the Required Lenders, pursuant to which ABL Lender agrees to increase the commitments under the existing ABL Credit Agreement to $5,000,000 and agrees to such other amendments which are satisfactory to Collateral Agent and the Required Lenders in their reasonable discretion; provided however that if such ABL Amendment is not executed and delivered on or prior to the due date set forth above, it shall not be an Event of Default hereunder if Borrowers terminate the existing ABL Credit Agreement and repay all obligations owing thereunder no later than the fourteenth day made as soon as practical after the Closing Date, such consents, waivers and agreements of lien holders, lessors, subcontractors and third parties as the Agent or the Collateral Agent may reasonably request with respect to any Collateral; (c) as soon as possible and in any event within 60 days after the completion of the construction under way as of the Closing Date on the Iowa Facility, affidavits from all subcontractors who have performed services on the Iowa Facility to the effect that such subcontractors have been paid all obligations owed to them as of the date thereof and such indemnity agreements from Omega and its general contractor as the issuer of title insurance may require in connection with insurance for mechanic's liens; (d) as soon as possible and in any event within 75 days after the completion of such construction, an ALTA/ACSM Land Title Survey for the Iowa Facility; (e) within 10 Business Days after the Closing Date, the financing statements (Form UCC-1) or such later date agreed amendments to by Agent financing statements described on Exhibit 5.16 as "Pending UCC Financing Statements and the Required Lenders in their reasonable discretion).Amendments"; and (f) Within ten (10) days of within 10 Business Days after the Closing Date, Borrowers shall deliver evidence that their insurance policies are in compliance with Section 4.11 hereof (or otherwise acceptable to Agent completed requests for information concerning Liens against Holdings, Omega and Required Lenders in their sole discretion) and deliver certificates of insurance evidencing such compliance and the endorsements required to be delivered pursuant to Section 4.11 hereofits Subsidiaries as described on Exhibit 5.16 as "Pending UCC Searches."

Post-Closing Deliveries. (a) PromptlyOn or before June 30, but in any event2001, not later than the Second Amendment Date, deliver or cause Credit Parties agree to be delivered to provide the Collateral Agent with (i) a joinder agreement to this Agreement fully executed by DDH Holdings, the Credit Parties and the Agent pledge (pursuant to which DDH Holdings shall become an appropriate pledge agreement(s) satisfactory in form and substance to the Collateral Agent) of 65% (or such greater percentage that, due to a Guarantor hereunder and become jointly and severally liable change in an applicable Requirement of Law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of any such Material Foreign Subsidiary as determined for the Obligations United States federal income tax purposes to be treated as a deemed dividend of such Material Foreign Subsidiary's United States parent or (B) could not reasonably be expected to cause any material adverse tax consequences) of the Guarantors hereunder and xxxxx x xxxx and security interest in its property (to the extent such property would be included in the definition Capital Stock of Collateral), together with amended and restated and schedules to this Agreementeach Material Foreign Subsidiary, (ii) a fully executed Pledge Agreement by DDH Holdings legal opinion of foreign counsel of each such Material Foreign Subsidiary in a form satisfactory to the Collateral Agent, which shall cover the enforceability and any Permitted Holders (other than Xxxx Xxxxxxxx or any Person owned by Xxxx Xxxxxxxx) owning Equity Interests of DDH, pursuant to which DDH Holdings and such Permitted Holders shall pledge all perfection of the Equity Interests owned by Collateral Agent's security interest in each such Person in DDH, pledged shares of the Material Foreign Subsidiaries and (iii) certificates evidencing any such other documents certificated Capital Stock, together with duly executed in blank, undated stock powers attached thereto (including without limitationunless, Control Agreements) as such stock powers are deemed unnecessary by the Collateral Agent deems necessary to grant to Agent a security interest in any property its reasonable discretion under the law of DDH Holdings (to the extent jurisdiction of such property would be included in the definition of CollateralMaterial Foreign Subsidiary), and (iv) any other documents Agent may reasonably require in connection with the forgoing, including without limitation, legal opinions, certificates, and any documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (b) Deliver On or before May 1, 2001, the Credit Parties agree to (i)(A) provide the Collateral Agent with an executed landlord waiver (in form and substance satisfactory to the Key Executive Policy as required under Collateral Agent and its legal counsel) from the landlord of each leased real property location (other than sales offices and sports venue sky boxes) of any Credit Party or (B) provide evidence to the Collateral Agent and its legal counsel that any such landlord waiver has been sought from each applicable landlord and that the Credit Parties are using all reasonable commercial efforts to obtain such landlord's waiver and (ii)(A) provide the Collateral Agent with an executed waiver letter from warehousemen (in accordance form and substance satisfactory to the Collateral Agent) with Section 4.21respect to those drumming, warehouse, terminal, tolling and transloading facilities set forth on Schedule 6.20(b) or (B) provide evidence to the Collateral Agent and its legal counsel that any such waiver letter has been sought from each applicable warehousemen and that the Credit Parties are using all reasonable commercial efforts to obtain such warehousemen's letter. (c) Promptly, but in any event, on On or before February 28May 15, 2022 (or such later date consented 2001, the Credit Parties agree to by provide the Collateral Agent, such consent not to be unreasonably withheld, conditioned or delayed), deliver or cause to be delivered to Agent fully executed deposit account control agreements (“Control Agreements”) in form and substance reasonably satisfactory to Agentthe Collateral Agent and its legal counsel, among Agent, ABL Lender, the financial institutions or other Person at which all applicable deposit accounts are maintained and the Credit Party maintaining such account(s), ALTA mortgagee title insurance policies issued by Lawyer's Title Insurance Corporation with respect to all deposit accounts of Credit Parties (other than those utilized solely for making payroll or employee benefit related payments), including, without limitation, the Depository Accounts and the Funding Accounts, which agreements shall be effective for Agent to obtain “control” (as defined Real Properties identified on Schedule 7.16 in the Uniform Commercial Code) respective amounts identified on ------------- Schedule 7.16, assuring the Collateral Agent that the applicable Mortgage ------------- Instruments create a valid and enforceable first priority mortgage lien on such Real Properties, free and clear of all defects and encumbrances except Permitted Liens and containing such accounts and all monies on deposit in, or credited to, such deposit accounts and all certificates and instruments, if any, representing or evidencing such deposit accountsendorsements as are reasonably requested by the Collateral Agent. (d) Deliver to Agent the Landlord Waiver Agreements as required under and in accordance with Section 4.5(c). (e) Within fourteen days after the Closing Date (On or before July 15, 2001 or such later date agreed as the Collateral Agent may reasonably determine, the Credit Parties agree to by (i) provide the Collateral Agent and the Required Lenders in their reasonable discretion), Borrowers shall deliver with a security interest (pursuant to Agent an amendment to the existing ABL Credit Agreement (an “ABL Amendment”) in effect on the date hereof, appropriate security agreements satisfactory in form and substance to the Collateral Agent and Ethyl Asia) on the Property of Ethyl Asia located in the countries of Australia and Singapore and (ii) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing security interest, including without limitation, favorable opinions of counsel, all in form, content and scope reasonably satisfactory to Agent and the Required Lenders, pursuant to which ABL Lender agrees to increase the commitments under the existing ABL Credit Agreement to $5,000,000 and agrees to such other amendments which are satisfactory to Agent and the Required Lenders in their reasonable discretion; provided however that if such ABL Amendment is not executed and delivered on or prior to the due date set forth above, it shall not be an Event of Default hereunder if Borrowers terminate the existing ABL Credit Agreement and repay all obligations owing thereunder no later than the fourteenth day after the Closing Date (or such later date agreed to by Agent and the Required Lenders in their reasonable discretion)Collateral Agent. (f) Within ten (10) days of the Closing Date, Borrowers shall deliver evidence that their insurance policies are in compliance with Section 4.11 hereof (or otherwise acceptable to Agent and Required Lenders in their sole discretion) and deliver certificates of insurance evidencing such compliance and the endorsements required to be delivered pursuant to Section 4.11 hereof.

Post-Closing Deliveries. (a) Promptly, but in any event, not later than the Second Amendment Date, deliver or cause to be delivered to Agent (i) a joinder agreement to this Agreement fully executed by DDH Holdings, the Credit Parties and the Agent pursuant to which DDH Holdings shall become a Guarantor hereunder and become jointly and severally liable for the Obligations of the Guarantors hereunder and xxxxx x xxxx and security interest in its property (to the extent such property would be included in the definition of Collateral), together with amended and restated and schedules to this Agreement, (ii) a fully executed Pledge Agreement by DDH Holdings and any Permitted Holders (other than Xxxx Xxxxxxxx or xr any Person owned by Xxxx Xxxxxxxx) owning Equity Interests of DDH, pursuant to which DDH Holdings and such Permitted Holders shall pledge all of the Equity Interests owned by such Person in DDH, (iii) such other documents (including without limitation, Control Agreements) as Agent deems necessary to grant to Agent a security interest in any property of DDH Holdings (to the extent such property would be included in the definition of Collateral), and (iv) any other documents Agent may reasonably require in connection with the forgoing, including without limitation, legal opinions, certificates, and any documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (b) Deliver to Agent the Key Executive Policy as required under and in accordance with Section 4.21. (c) Promptly, but in any event, on or before February 28, 2022 (or such later date consented to by Agent, such consent not to be unreasonably withheld, conditioned or delayed), deliver or cause to be delivered to Agent fully executed deposit account control agreements (“Control Agreements”) in form and substance reasonably satisfactory to Agent, among Agent, ABL Lender, the financial institutions or other Person at which all applicable deposit accounts are maintained and the Credit Party maintaining such account(s), with respect to all deposit accounts of Credit Parties (other than those utilized solely for making payroll or employee benefit related payments), including, without limitation, the Depository Accounts and the Funding Accounts, which agreements shall be effective for Agent to obtain “control” (as defined in the Uniform Commercial Code) of all such accounts and all monies on deposit in, or credited to, such deposit accounts and all certificates and instruments, if any, representing or evidencing such deposit accounts. (d) Deliver to Agent the Landlord Waiver Agreements as required under and in accordance with Section 4.5(c). (e) Within fourteen days after the Closing Date (or such later date agreed to by Agent and the Required Lenders in their reasonable discretion), Borrowers shall deliver to Agent an amendment to the existing ABL Credit Agreement (an “ABL Amendment”) in effect on the date hereof, in form and substance satisfactory to Agent and the Required Lenders, pursuant to which ABL Lender agrees to increase the commitments under the existing ABL Credit Agreement to $5,000,000 and agrees to such other amendments which are satisfactory to Agent and the Required Lenders in their reasonable discretion; provided however that if such ABL Amendment is not executed and delivered on or prior to the due date set forth above, it shall not be an Event of Default hereunder if Borrowers terminate the existing ABL Credit Agreement and repay all obligations owing thereunder no later than the fourteenth day after the Closing Date (or such later date agreed to by Agent and the Required Lenders in their reasonable discretion). (f) Within ten (10) days of the Closing Date, Borrowers shall deliver evidence that their insurance policies are in compliance with Section 4.11 hereof (or otherwise acceptable to Agent and Required Lenders in their sole discretion) and deliver certificates of insurance evidencing such compliance and the endorsements required to be delivered pursuant to Section 4.11 hereof.

Post-Closing Deliveries. No later than the date indicated below, deliver to the Collateral Agent and each Representative Agent: (ai) Promptly, within 30 days after a reasonable request therefor by any Representative Agent (but in any event, not later event no earlier than the Second Amendment Date, deliver or cause to be delivered to Agent (i) a joinder agreement to this Agreement fully executed by DDH Holdings, the Credit Parties and the Agent pursuant to which DDH Holdings shall become a Guarantor hereunder and become jointly and severally liable for the Obligations of the Guarantors hereunder and xxxxx x xxxx and security interest in its property (to the extent such property would be included in the definition of Collateral), together with amended and restated and schedules to this Agreement, (ii) a fully executed Pledge Agreement by DDH Holdings and any Permitted Holders (other than Xxxx Xxxxxxxx or any Person owned by Xxxx Xxxxxxxx) owning Equity Interests of DDH, pursuant to which DDH Holdings and such Permitted Holders shall pledge all of the Equity Interests owned by such Person in DDH, (iii) such other documents (including without limitation, Control Agreements) as Agent deems necessary to grant to Agent a security interest in any property of DDH Holdings (to the extent such property would be included in the definition of Collateral), and (iv) any other documents Agent may reasonably require in connection with the forgoing, including without limitation, legal opinions, certificates, and any documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (b) Deliver to Agent the Key Executive Policy as required under and in accordance with Section 4.21. (c) Promptly, but in any event, on or before February 28, 2022 (or such later date consented to by Agent, such consent not to be unreasonably withheld, conditioned or delayed), deliver or cause to be delivered to Agent fully executed deposit account control agreements (“Control Agreements”) in form and substance reasonably satisfactory to Agent, among Agent, ABL Lender, the financial institutions or other Person at which all applicable deposit accounts are maintained and the Credit Party maintaining such account(s), with respect to all deposit accounts of Credit Parties (other than those utilized solely for making payroll or employee benefit related payments), including, without limitation, the Depository Accounts and the Funding Accounts, which agreements shall be effective for Agent to obtain “control” (as defined in the Uniform Commercial Code) of all such accounts and all monies on deposit in, or credited to, such deposit accounts and all certificates and instruments, if any, representing or evidencing such deposit accounts. (d) Deliver to Agent the Landlord Waiver Agreements as required under and in accordance with Section 4.5(c). (e) Within fourteen 120 days after the Closing Date Date), duly executed corrective deeds from the Borrower (or the Borrower shall use commercially reasonable efforts to obtain the same from any third parties) or any other documents with respect to any of the properties listed on Schedule 4.01(r) required to correct the real estate records in the respective counties in which such later date agreed to by Agent and the Required Lenders in their reasonable discretion), Borrowers shall deliver to Agent an amendment to the existing ABL Credit Agreement (an “ABL Amendment”) in effect on the date hereofproperties are located, in form and substance satisfactory to the Representative Agents; (ii) within 60 days after a reasonable request therefor by any Representative Agent and the Required Lenders, pursuant to which ABL Lender agrees to increase the commitments under the existing ABL Credit Agreement to $5,000,000 and agrees to such other amendments which are satisfactory to Agent and the Required Lenders (but in their reasonable discretion; provided however that if such ABL Amendment is not executed and delivered on or prior to the due date set forth above, it shall not be an Event of Default hereunder if Borrowers terminate the existing ABL Credit Agreement and repay all obligations owing thereunder any event no later earlier than the fourteenth day 120 days after the Closing Date (or such later date agreed Date), American Land Title Association Lender's Extended Coverage title insurance policies in form and substance, with endorsements and in amount acceptable to the Representative Agents, issued by Agent title insurers acceptable to the Representative Agents, insuring the Mortgages with respect to the properties listed on Schedule 4.01(r), other than the Material Properties and the Required Lenders in their reasonable discretion).Relevant Properties, to be valid and subsisting Liens on the property described therein, free and clear of all defects (including mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Financing Documents and for mechanics' and materialmen's Liens) as the Representative Agents may deem necessary or desirable; (fiii) Within ten within 120 days after a reasonable request therefor by any Representative Agent, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (10where applicable) have been paid, of the properties listed on Schedule 4.01(r), other than the Material Properties, the Relevant Properties and the Springdale Plant, dated a recent date acceptable to the Representative Agents, certified to the Collateral Agent in a manner satisfactory to the Representative Agents by a land surveyor duly registered and licensed in the State in which the property described in such surveys is located and acceptable to the Representative Agents; (iv) within 120 days of after the Closing Date, Borrowers shall deliver evidence that their insurance policies are in compliance with Section 4.11 hereof American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (or otherwise acceptable where applicable) have been paid, of the Material Properties, the Relevant Properties and the Springdale Plant, dated within said 120 day period, certified to the Collateral Agent and Required Lenders the issuer of the Mortgage Policies for such properties by a land surveyor duly registered and licensed in their sole discretion) and deliver certificates of insurance evidencing the States in which the property described in such compliance and the endorsements surveys is located, together with any updates required to be delivered pursuant made to Section 4.11 hereofsuch Mortgage Policies in order to read the aforementioned surveys into such Mortgage Policies with no further defects or encumbrances which are not Permitted Liens (unless otherwise consented to by the Required Lenders); (v) as soon as reasonably available after the end of each fiscal quarter, a report supplementing Schedule 4.01(r), including an identification of all owned real property acquired by any Loan Party during such fiscal quarter (the "Acquired Real Property") including a list and description (including the street address, county or other relevant jurisdiction, state, record owner and book value thereof) and a description of such other changes in the information included in such Schedule as may be necessary for such Schedule to be accurate and complete; (vi) within 30 days of a request therefor by any Representative Agent (but in any event no earlier than 120 days after the Closing Date), fully executed counterparts of mortgages with respect to Acquired Real Property substantially in the form of Exhibit X-0, X-0, X-0 and E-2, as applicable (in each case with such changes as may be required to account for local law matters and otherwise in form and substance satisfactory to the Representative Agents), and sufficient for recording in all filing offices that any Representative Agent may deem necessary or desirable in order to create valid and subsisting Liens on the Acquired Real Property in favor of the Collateral Agent for the benefit of the Collateral Agent and the Secured Parties, and evidence that all filing and recording taxes and fees have been paid; (vii) within 120 days of request therefor by any Representative Agent, Mortgage Policies in form and substance, with endorsements and in amount acceptable to the Representative Agents, issued, coinsured and reinsured by title insurers acceptable to the Representative Agents, insuring the Acquired Real Property with respect to the properties listed therein to be valid and subsisting Liens on the property described therein, free and clear of all defects (including mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Financing Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as any Representative Agent may deem necessary or desirable; and (viii) within 120 days of request therefor by any Representative Agent, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, of the Acquired Real Property, dated a recent date acceptable to the Representative Agents, certified to the Collateral Agent and the issuer of the Mortgage Policies relating to the Mortgages for the Acquired Real Property in a manner satisfactory to the Representative Agents by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Representative Agents, together with any updates required to be made to such Mortgage Policies in order to read the aforementioned surveys into such Mortgage Policies.

Post-Closing Deliveries. (a) Promptly, but in any eventThe Borrower will deliver to the Administrative Agent, not later than the Second Amendment Date, deliver or cause to be delivered to Agent (i) a joinder agreement to this Agreement fully executed by DDH Holdings, the Credit Parties and the Agent pursuant to which DDH Holdings shall become a Guarantor hereunder and become jointly and severally liable for the Obligations of the Guarantors hereunder and xxxxx x xxxx and security interest in its property (to the extent such property would be included in the definition of Collateral), together with amended and restated and schedules to this Agreement, (ii) a fully executed Pledge Agreement by DDH Holdings and any Permitted Holders (other than Xxxx Xxxxxxxx or any Person owned by Xxxx Xxxxxxxx) owning Equity Interests of DDH, pursuant to which DDH Holdings and such Permitted Holders shall pledge all of the Equity Interests owned by such Person in DDH, (iii) such other documents (including without limitation, Control Agreements) as Agent deems necessary to grant to Agent a security interest in any property of DDH Holdings (to the extent such property would be included in the definition of Collateral), and (iv) any other documents Agent may reasonably require in connection with the forgoing, including without limitation, legal opinions, certificates, and any documentation and other information requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act. (b) Deliver to Agent the Key Executive Policy as required under and in accordance with Section 4.21. (c) Promptly, but in any event, on or before February 28, 2022 (or such later date consented to by Agent, such consent not to be unreasonably withheld, conditioned or delayed), deliver or cause to be delivered to Agent fully executed deposit account control agreements (“Control Agreements”) in form and substance reasonably satisfactory to Agent, among Agent, ABL Lender, the financial institutions or other Person at which all applicable deposit accounts are maintained and the Credit Party maintaining such account(s), with respect to all deposit accounts of Credit Parties (other than those utilized solely for making payroll or employee benefit related payments), including, without limitation, the Depository Accounts and the Funding Accounts, which agreements shall be effective for Agent to obtain “control” (as defined in the Uniform Commercial Code) of all such accounts and all monies on deposit in, or credited to, such deposit accounts and all certificates and instruments, if any, representing or evidencing such deposit accounts. (d) Deliver to Agent the Landlord Waiver Agreements as required under and in accordance with Section 4.5(c). (e) Within fourteen days after the Closing Date (or such later date agreed to by Agent and the Required Lenders in their reasonable discretion), Borrowers shall deliver to Agent an amendment to the existing ABL Credit Agreement (an “ABL Amendment”) in effect on 14th day following the date hereof, each of the following, each in form and substance satisfactory to the Administrative Agent: (i) One or more Owner Pledge Agreements, each in form and substance satisfactory to the Administrative Agent, duly executed by each Owner of the Borrower, granting the Administrative Agent a security interest in all of the Capital Stock of the Borrower. (ii) Original stock certificates (or other applicable evidence of ownership) evidencing all issued and outstanding Capital Stock of the Required LendersBorrower and each Subsidiary of the Borrower, pursuant together with stock powers executed in blank by the applicable Owner. (iii) With respect to which ABL Lender agrees to increase any Owner of the commitments under Borrower that is not an individual, a certificate of the existing ABL Credit secretary or other appropriate officer of such Owner (A) certifying that the execution, delivery and performance of that Owner’s Owner Pledge Agreement to $5,000,000 have been duly approved by all necessary action of the Governing Board of such Owner, and agrees attaching true and correct copies of the applicable resolutions granting such approval, (B) certifying that attached to such other amendments which certificate are satisfactory true and correct copies of the Organizational Documents of such Owner, together with such copies, and (C) certifying the names of the officers of such Owner that are authorized to Agent and the Required Lenders in their reasonable discretion; provided however sign that if such ABL Amendment is not executed and delivered on or prior Owner’s Owner Pledge Agreement. (iv) An opinion of counsel to each Owner, opining as to the due date set forth aboveexecution, it shall delivery and enforceability of that Owner’s Owner Pledge Agreement. (b) The Borrower will deliver to the Administrative Agent, not be an Event of Default hereunder if Borrowers terminate the existing ABL Credit Agreement and repay all obligations owing thereunder no later than the fourteenth 60th day after following the Closing Date date hereof, each of the following, each in form and substance satisfactory to the Administrative Agent: (or i) Two copies of an ALTA land survey covering the land referred to in each Mortgage and all related appurtenant easements, prepared by a licensed, registered surveyor and incorporating the legal description of such later date agreed land, showing the location of all points and lines referred to by Agent in the legal description and, with respect to each such parcel which has significant improvements thereon, the location of all existing material improvements, including driveways and parking, as being within the exterior boundaries of such land and the Required Lenders location of all utilities and the location of all easements and encroachments onto or from such land that are visible on such land, known to the surveyor preparing the survey or of record, identifying easements of record by recording data. (ii) With respect to each parcel covered by a Mortgage, a letter from the appropriate city or county authority having jurisdiction over such parcel stating that the improvements thereon and the use thereof comply with all applicable ordinances, zoning, planned unit development, subdivision, platting, environmental and land use requirements, without special variance or exception (other than those that have been obtained and remain in their reasonable discretionfull force and effect). (fiii) Within ten (10) days of A consent and waiver agreement signed by each landlord with respect to the Closing DateObligor’s leased locations as shown on Schedule 4.15, Borrowers shall deliver evidence that their insurance policies are acknowledging the Administrative Agent’s prior security interest in compliance with Section 4.11 hereof (or otherwise acceptable to all personal property located on such leased site and allowing the Administrative Agent and Required the Lenders in their sole discretionto enter upon such leased site to remove such personal property at any time. (iv) and deliver certificates of insurance evidencing such compliance and the endorsements Such deposit account control agreements as may be required to be delivered pursuant to Section 4.11 hereof5.12.