Common use of Post-Closing Items Clause in Contracts

Post-Closing Items. (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.

Post-Closing Items. Company shall cause the post closing items identified below to be completed on or before the due dates reflected below: (a) The Loan Parties Within ten Business Days after the date hereof, Company shall take all necessary actions establish the Collateral Account with a depositary institution satisfactory to satisfy the items described on Schedule 5.16 within the applicable periods of time specified Administrative Agent and shall delivery a duly executed control agreement from such institution in form and substance satisfactory to Administrative Agent pursuant to which such institution recognizes Administrative Agent’s Lien in such Schedule (or such longer periods as the account and agrees to comply with instructions originated by Administrative Agent may agree directing disposition of funds in its sole discretion)such account without further consent by Company. (b) In connection with each Not later than ten Business Days after the date hereof, Restricted Persons shall send a notice, in form satisfactory to Administrative Agent, to all existing purchasers of Hydrocarbons produced from the Eligible Mortgaged Properties and/or other Persons making payments to Restricted Persons in respect of their oil and gas business, directing them to forward all amounts payable to Restricted Persons directly to the Collateral Account at the mailing address of the Mortgaged Properties, within ninety (90) days of depositary bank for deposit into the Closing Date Collateral Account (or such longer period as alternatively, by wire transfer directly into the Administrative Agent may reasonably allowCollateral Account). (c) Company shall use its best efforts, to obtain the following title curative documents (i) each of the Mortgages, all in form and substance reasonably satisfactory to the Administrative Agent, relating to each ) as promptly as possible after Closing: (i) a release of the Mortgaged Properties shall have been duly executed Lis Pendens Notice filed by the parties thereto Gxxx Xxxxx and delivered to Exxxx Xxxxxx against the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, acquired by Company from Existing Borrower, (ii) each of such Mortgaged Properties shall not be subject Quitclaim assignments from Gxxx Xxxxx (and related trusts) and Exxxx Xxxxxx relating to any Lien other than those permitted under Section 6.02 their prior conveyances to Existing Borrower and Pxxxx Petroleum, and (iii) copies of the trust documents relating to the formation of the Gxxx Xxxxx Trust IV and any curative documents relating to assignments from the trust. (Ad) each Within sixty days after the date hereof, Company shall obtain an assignment from the Department of such Mortgages shall have been filed and recorded Army Corps of Engineers for its permit on the MV Pipeline system which is currently held in the corresponding recording office name of Venture Pipeline Company, and any required consents to assignment from Ozark Gas Gathering LLC (except for or its successors and assigns) relating to the Deed of MortgageGO, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) andLLC pipeline system, in connection therewith, the Collateral Agent shall have received evidence reasonably each case in form and substance satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent. (e) Within ten Business Days after the date hereof, Company will deliver to each Holder true, correct and complete copies of the Initial Pro Forma Financial Statements.

Post-Closing Items. (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule Administrative Agent (or such longer periods as the Administrative Agent may agree in its sole discretion). (bcounsel) In connection with each of the Mortgaged Properties, shall have received within ninety (90) 60 days of the Closing Fifth Amendment and Restatement Effective Date (or such longer period of time as the Administrative Agent may reasonably allowshall agree in its sole discretion) (ii)(A) each of first priority Mortgages for the Mortgaged Properties that do not constitute Existing Mortgaged Properties, including title and extended coverage insurance covering the properties underlying such Mortgages, and (B) amendments to (or amendments and restatements of) the Mortgages for the Mortgaged Properties that constitute Existing Mortgaged Properties that the Administrative Agent reasonably deems necessary to amend such Mortgages in order to cause the Obligations to be appropriately secured by the property underlying such Mortgages and otherwise in form and substance reasonably satisfactory to the Administrative Agent, relating including title datedown endorsements (or redated title insurance policies, as applicable), and such title datedown endorsements (or redated title policies) shall show no Liens affecting such Mortgaged Properties except for Permitted Encumbrances, (ii) (A) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Loan Party) and (B) copies of, or certificates as to coverage under, the insurance policies required by Section 5.05 (including, without limitation, flood insurance policies) and the applicable provisions of the Mortgages, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Administrative Agent as additional insured, in form and substance satisfactory to the Administrative Agent, and (iii) any existing surveys of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to Parent Borrower or any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative AgentSubsidiary’s possession.

Post-Closing Items. (a) The Loan Parties Borrowers shall take all necessary actions use their commercially reasonable efforts to satisfy the items described on Schedule 5.16 within the applicable periods deliver a landlord waiver with respect to Parent’s lease of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Propertiesoffices at 000 Xxxx Xxxx Xxxxx, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the MortgagesXxxxxxxxx, Xxxxxxxxxx 00000, in form and substance reasonably satisfactory to Agent and the Administrative AgentRequired Lenders on or before the date 30 days from the Closing Date; (b) Borrowers shall use their commercially reasonable efforts to deliver a landlord waiver with respect to Parent’s lease of offices at 0000 Xxxxxxx Xxxxx Xxxxxxxx, relating Xxxxxxxxxx 00000 in form and substance reasonably satisfactory to each Agent and the Required Lenders on or before the date 30 days from the date of the Mortgaged Properties inception of Parent’s lease with respect to such offices; (c) Borrowers shall have been deliver a deposit account control agreement with respect to Parent’s account number [redacted] at Xxxxx Fargo Bank, NA, in form and substance reasonably satisfactory to Agent and the Required Lenders on or before the date 30 days from the Closing Date; (d) Borrowers shall deliver a copy of Borrowers’ policies and certificates of insurance including any endorsements showing Agent as loss payee (for the benefit of Lenders) and showing Agent and each Lender as an additional insured, in form and substance reasonably satisfactory to Agent and the Required Lenders on or before the date 30 days from the Closing Date; (e) Borrowers shall deliver the certificate(s) for the Shares, together with Assignment(s) separate from Certificates, duly executed by the parties thereto and delivered to the Collateral Agent and shall be xxxxxxx in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) andblank, in connection therewith, the Collateral Agent shall have received evidence form and substance reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring Required Lenders on or before the Mortgages as valid first liens date 3 Business Days from the Closing Date; and (f) Borrowers shall deliver a deposit account control agreement with respect to Parent’s account number [redacted] at Silicon Valley Bank in form and substance reasonably satisfactory to Agent and the Required Lenders on or before the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to date 5 Business Days from the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative AgentClosing Date.

Post-Closing Items. (a) The Loan Parties After the Closing, Seller shall take all actions necessary actions or appropriate to satisfy accomplish the items described following: i. To obtain the release of the $3 million lien in favor of Post Oak Bank that affects Crane, El Campo and Bakersfield and a State of Texas tax lien in the amount of $14,369.80 affecting several properties. In addition, if at any time the Partnership or Purchaser, as the case may be, exercises its option to purchase any of the properties identified in Section 1.1 of this Amendment, Seller shall, at that time, take all commercially reasonable action necessary or appropriate to obtain the release of all third party liens on those properties, if any, other than the Permitted Liens. ii. To correct all errors in and omissions from the property descriptions listed on Schedule 5.16 within 1.1(a)(i) of the applicable periods Purchase Agreement and to provide evidence sufficient to reasonably satisfy Purchaser that the deeds transferred by Seller to the Partnership convey all of time specified the Real Property Seller or its affiliates own that is used primarily in connection with the Business. If any additional properties owned by Seller that is used primarily in connection with the Business are identified by either party after the Closing, Seller shall, at Purchaser's option, cause such Schedule properties to be promptly conveyed to the Partnership or Purchaser for no additional consideration. iii. If prior to February 20, 1998 Purchaser advises Seller that it has obtained information indicating that improvements on any of the properties being conveyed to the Partnership prior to the Closing (or on any of the properties which are acquired by the Partnership or the Purchaser pursuant to an option to purchase under a lease from Seller), violate or encroach into any existing easement, and such longer periods as does not constitute a Permitted Lien, Seller shall take all commercially reasonable efforts to assist Purchaser (at Purchaser's cost) in securing a waiver and release of the Administrative Agent may agree in its sole discretion)violation or encroachment, provided that Seller shall not be required to expend funds or incur liabilities. (b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory iv. Seller shall take all commercially reasonable actions requested by title companies issuing title policies on properties being conveyed by Seller to the Administrative AgentPartnership to allow such title companies to issue such policies without exception for Schedule C items, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which $8,751.28 judgment lien effecting the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Liberty Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.

Post-Closing Items. Prior to the release of the Exchange Shares from the escrow and delivery of the Exchange Shares to the Beneficiaries, the Beneficiaries shall have satisfied the Post Closing Items, as contemplated below: (a) The Loan Parties Pacific Chile shall take all necessary actions have complemented the set of legal documentation delivered and related to satisfy the items Exploration Mining Concessions described in “Schedule A” of the Share Exchange Agreement and attached therewith as “Appendix A” (the “Mining Concessions”), in respect of which the Beneficiaries have already delivered at closing, authorized copies of the ownership certificates on Schedule 5.16 its name and authorized copies of the certificates stating that such Mining Concessions are free of liens, prohibitions, encumbrances and attachments; issued by the respective Mining Registries and where its registrations made; by delivering within the applicable periods term of time specified ninety (90) days computed as of the date of this document, the following complementary antecedents and documentation: (i) Complete authorized copy of the judicial constitution files of the above mentioned Mining Concessions. (ii) Certificate granted by the Secretary of the authorized Court of Justice Room certifying that the referred Mining Concessions are not subject to outstanding litigation. (iii) Authorized copy of the registration of the judicial awards of the Mining Concessions in such Schedule the Registry of Discovery of the authorized Registry of Mines. (iv) Originals of the Official Mining Gazzette in which publications of corresponding to the following are contained: (1) The Mining Concessions solicitudes or such longer periods as petitions. (2) Excerpts of the Administrative Agent may agree in its sole discretion)Mining Concessions constitution judicial awards. (v) Official copies of the Mining Service Reports on the Mining Concessions. (vi) Certificates of Mining Concessions payments of Good Standing Fees (“Patentes xx Xxxxxx”) to the National Treasury Office and formal documentation evidencing the payment of Mining Levies (“Tasa por Hectárea”) of each Mining Concession to the National Treasury Office. (b) In connection with each Demonstration that Pacific Chile has the necessary permits to access the locations where the mining properties are and that the necessary mining and environmental permits have been obtained. (c) The necessary permits and authorizations to conduct mining activities, including mining and environmental permits and an Environmental Impact Assessment, if necessary. (d) The execution, publication and registration in law of the Mortgaged Properties, within ninety (90) days public deed to be entered between Pacific Copper and Pacific Chile in order to modify Pacific Chile By - Laws and Articles of Incorporation that contains the assignment of the Closing Date one (or such longer period as the Administrative Agent may reasonably allow1) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded per cent rights hold in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendmentlatter by Xx. Xxxxxxx Xxxxxxxx Marco, which the Loan Parties represent has been filed and to whom is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject designated to any Lien other than those permitted that effect by Pacific Copper under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages Promise of Rights Assignment that Xx. Xxxxxxxx executes with Pacific Copper in this same date. (e) Provision of financial records, including receipts for incorporation costs and all other expenditures incurred since the date of inception of Pacific Chile on its behalf. Pacific Copper may waive any one or as reasonably requested more of the foregoing Post-Closing Items, in its sole and absolute discretion. Nothing herein constitutes a waiver of any Post-Closing Item. Any waiver of a Post-Closing Item shall be in writing and executed by an officer of Pacific Copper. The Beneficiaries agree to use best efforts to diligently pursue completion of all Post-Closing Items that are within their control or with respect to which they can influence the Collateral Agent completion. The parties agree that time is of the essence and that failure of the Beneficiaries to diligently pursue completion of the Post-Closing Items shall be considered a breach of this Agreement and grounds for return of some or all of the Administrative AgentEscrow Shares to Pacific Copper.

Post-Closing Items. (a) The Loan Parties Company shall take deliver to the Trustee and the Collateral Agent no later than 90 days after the Issue Date a true and correct current survey 129 141 of each Mortgaged Property (and, where applicable, the underlying property subject to a leasehold which is subject to a Mortgage) along with a certification of such survey from the surveyor, which surveyor shall be a qualified M.A.I. surveyor reasonably satisfactory to the Trustee, as to the accuracy and completeness of such survey, which survey and surveyor's certification shall be in compliance with industry standards in all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion)material respects. (b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory The Company shall deliver to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto Trustee and delivered to the Collateral Agent no later than 90 days after the Issue Date an Officer's Certificate of the Company certifying, for each Mortgaged Property and shall be in full force and effect; except for following the Deed Company's review of Mortgagethe survey described above, which (A)(i) that the Loan Parties represent has been filed and recorded description of title in the corresponding Section of relevant Mortgage for such Mortgaged Property accurately and completely describes the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Mortgaged Property, or (ii) each and every difference, omission, inadequacy or other misdescription in the description of the title in the relevant Mortgage for such Mortgaged Properties shall not be subject Property that has been disclosed by the survey for such Mortgaged Property (the "Misdescriptions") and (B)(i) that there exist no easements, rights of way or encumbrances with respect to any Lien such Mortgaged Property (including as shown in the survey described above) other than those permitted under Permitted Encumbrances or (ii) if any easements, rights of way or encumbrances, other than Permitted Encumbrances, are disclosed in the survey described above (each a "Non-Permitted Encumbrance"), each such Non-Permitted Encumbrance (and specifically listing each such Non-Permitted Encumbrance) and certifying the removal thereof (together with the relevant supporting documentation with respect thereto). (c) In the case of any Misdescription, as described in the preceding subsection (b)(A)(ii) of this Section 6.02 and (iii) (A) 11.18, each of such Mortgages shall have been filed the Trustee and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent is authorized to execute and deliver amendments to any of the Mortgages to correct any such Misdescription and to record and file any such amendments to the Mortgages as may be necessary to give effect thereto; provided, that any such amendment shall have received evidence reasonably satisfactory be executed, delivered, recorded and filed so as to it give effect to such amendment no later than 30 days following the delivery of each such filing the survey to the Trustee and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead BorrowerCompany as provided in subsection (a) of this Section 11.18. (SIGNATURE PAGE FOLLOWS), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.

Post-Closing Items. (a) The Loan Parties Borrower shall take deliver to the Lender and the Collateral Agent no later than 90 days after the Effective Date a true and correct current survey of each Mortgaged Property (and, where applicable, the underlying property subject to a leasehold which is subject to a Mortgage) along with a certification of such survey from the surveyor, which surveyor shall be a qualified M.A.I. surveyor reasonably satisfactory to the Trustee, as to the accuracy and completeness of such survey, which survey and surveyor's certification shall be in compliance with industry standards in all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion)material respects. (b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory The Borrower shall deliver to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto Lender and delivered to the Collateral Agent no later than 90 days after the Effective Date an Officer's Certificate of the Borrower certifying, for each Mortgaged Property, and shall be in full force and effect; except for following the Deed Borrower's review of Mortgagethe survey described above, which (A)(i) that the Loan Parties represent has been filed and recorded description of title in the corresponding Section of relevant Mortgage for such Mortgaged Property accurately and completely describes the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Mortgaged Property, or (ii) each and every difference, omission, inadequacy, or other misdescription in the description of the title in the relevant Mortgage for such Mortgaged Properties shall not be subject Property that has been disclosed by the survey for such Mortgaged Property (the "Misdescriptions") and (B)(i) that there exist no easements, rights of way or encumbrances with respect to any Lien such Mortgaged Property (including as shown in the survey described above) other than those permitted under Permitted Encumbrances or (ii) if any easements, rights of way or encumbrances, other than Permitted Encumbrances are disclosed in the survey described above (each a "Non-Permitted Encumbrance"), each such Non-Permitted Encumbrance (and specifically listing each such Non-Permitted Encumbrance) and certifying the removal thereof (together with the relevant supporting documentation with respect thereto). (c) In the case of any Misdescription, as described in the preceding subsection (b)(A)(ii) of this Section 6.02 and (iii) (A) 5.33, each of such Mortgages shall have been filed the Lender and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent is authorized to execute and deliver amendments to any of the Mortgages to correct any such Misdescription and to record and file any such amendments to the Mortgages as may be necessary to give effect thereto; provided, that any such amendment shall have received evidence reasonably satisfactory be executed, delivered, recorded and filed so as to it give effect to such amendment no later than 30 days following the delivery of each such filing the survey to the Lender and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance Borrower as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free provided in subsection (a) of Liens other than those permitted under this Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent5.33.

Post-Closing Items. (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule Administrative Agent (or such longer periods as the Administrative Agent may agree in its sole discretion). (bcounsel) In connection with each of the Mortgaged Properties, shall have received within ninety (90) 60 days of the Closing Third Amendment and Restatement Effective Date (or such longer period of time as the Administrative Agent may reasonably allowshall agree in its sole discretion) (ii)(A) each of first priority Mortgages for the Mortgaged Properties that do not constitute Existing Mortgaged Properties, including title and extended coverage insurance covering the properties underlying such Mortgages, and (B) amendments to (or amendments and restatements of) the Mortgages for the Mortgaged Properties that constitute Existing Mortgaged Properties that the Administrative Agent reasonably deems necessary to amend such Mortgages in order to cause the Obligations to be appropriately secured by the property underlying such Mortgages and otherwise in form and substance reasonably satisfactory to the Administrative Agent, relating including title datedown endorsements (or redated title insurance policies, as applicable), and such title datedown endorsements (or redated title policies) shall show no Liens affecting such Mortgaged Properties except for Permitted Encumbrances, (ii) (A) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Loan Party) and (B) copies of, or certificates as to coverage under, the insurance policies required by Section 5.05 (including, without limitation, flood insurance policies) and the applicable provisions of the Mortgages, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Administrative Agent as additional insured, in form and substance satisfactory to the Administrative Agent, and (iii) any existing surveys of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to Parent Borrower or any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative AgentSubsidiary’s possession.

Post-Closing Items. (a) The Loan Parties shall take all necessary actions If, using commercially reasonable efforts, it is not practicable for Borrower to satisfy the items described requirements of Section 3.1(a)(iii) or (xii) on Schedule 5.16 or prior to the Closing Date, such failure to satisfy such conditions precedent shall not prevent the closing on the Loan on the Closing Date; provided, however, that Borrower or any applicable Loan Party shall, on or prior to the Closing Date, commence satisfaction of all such conditions precedent and shall thereafter diligently pursue the same completion and; provided, further, that Borrower or any applicable Loan Party shall satisfy all conditions precedent within 30 days of the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion)Closing Date. (b) In connection with each of The Borrower shall, and shall cause its Subsidiaries, to use commercially reasonable efforts to deliver all Landlord Waivers and Bailee's Letters set forth on Schedule 7.14(c) (Landlord Waivers and Bailee's Letters) to the Mortgaged Properties, within ninety Collateral Agent. (90c) Within 30 days of after the Closing Date (or such longer period later date as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to be agreed by the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably an environmental site assessment report for each piece of Real Property subject to a Mortgage and any Real Property that is part of the Borrowing Base, prepared by a consultant acceptable to the Administrative Agent and in a form and scope satisfactory to it the Administrative Agent. (d) Within 30 days of the Closing Date, Borrower shall (i) document, or cause to be documented, to the reasonable satisfaction of Administrative Agent, each Intercompany Loan, which documentation shall include, without limitation, a promissory note in a principal amount not less than the outstanding principal amount of such filing and recordation and Intercompany Loan, (Bii) deliver to the Collateral Agent copies of all such documentation, and (iii) shall have received pledge and grant to Collateral Agent for the benefit of the Lenders a security interest in such other documentspromissory notes. (e) Within 30 days of the Closing Date, including Borrower shall deliver to Lender a policy or policies favorable opinion of title insurance issued by a nationally recognized title insurance company in an amount not (A) counsel to exceed the fair market value of such mortgaged property (as determined in good faith by Loan Parties in, Ontario, Canada, addressed to the Lead Borrower)Administrative Agent, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages Lender and addressing such other matters as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys Lender may reasonably request and legal opinions required to be furnished pursuant (B) (i) New York counsel to the terms Borrower as to the enforceability of this Agreement and the Mortgages or as reasonably requested by other Loan Documents and (ii) counsel to the Borrower in Brazil, Canada, France, India and the United States (in respect of opinions addressing the Aircraft Collateral Documents), in each case addressed to the Administrative Agent, the Collateral Agent or and the Administrative AgentLender and addressing such other matters as Lender may reasonably request.

Post-Closing Items. Within one hundred twenty (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Properties, within ninety (90120) days of the Closing Amendment No. 3 Effective Date (or such longer period as unless otherwise extended by the Administrative Agent may reasonably allow) (i) in its sole discretion and subject to the proviso at the end of this Section 3), the Collateral Agent shall have received, with respect to each Material Real Property owned or leased by a Loan Party as of the Amendment No. 3 Effective Date, each of the Mortgagesfollowing, in each case in form and substance reasonably satisfactory to the Administrative Agent: (a) a Mortgage, relating duly executed and delivered by the applicable Loan Party in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem reasonably necessary in order to each create a valid and subsisting perfected Lien (subject to no Liens other than Permitted Liens) on the real property and/or rights described therein in favor of the Mortgaged Properties shall Collateral Agent, for the benefit of the Secured Parties, together with evidence that all filing and recording taxes and fees have been duly executed by the parties thereto and delivered paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent Agent; (b) with respect to the Cxxxxx Property only, a Recognition of Prior Interests, Non-Disturbance and Attornment Agreement; (c) with respect to each such Material Real Property, such consents, approvals, estoppels, tenant subordination agreements, recognition agreements, non-disturbance agreements, or other instruments as shall be deemed reasonably necessary by the Administrative Agent in full force and effect; except order for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section owner or holder of the Puerto Rico Registry of fee or leasehold interest in such Material Real Property and to grant the Deed of Amendment, which Lien contemplated by the Loan Parties represent has been filed and is pending recordation in Mortgage; (d) a title insurance policy or a marked-up commitment or pro forma thereof for such Material Real Property (the corresponding Section of “Mortgage Policies”) insuring the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing Mortgage as a valid Lien on the real property described therein with the priority which it is expressed to have in such Mortgage, free and recordation and (B) the Collateral Agent shall have received such clear of any other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower)Liens except for Permitted Liens, together with such endorsements, coinsurance and reinsurance and in such amounts (not to exceed the fair market value of the Material Real Property covered thereby as reasonably determined by the Borrower in good faith) as the Collateral Agent may be reasonably request; (e) customary legal opinions from local counsel in each jurisdiction (A) where such Mortgaged Property is located regarding the enforceability of the Mortgage and (B) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due authorization, execution and delivery of such Mortgage; (f) an ALTA survey (or update certificate to an existing ALTA survey or an affidavit of no change with respect to an existing ALTA survey) in a form and substance reasonably acceptable to the Administrative Agent, to the extent required by the title insurance company issuing the Mortgage Policies required by clause (d) hereof for deletion of the so called “survey exception” and issuance of the endorsements reasonably requested by the Collateral Agent and that require a survey for issuance; (g) the LendersFlood Documents; (h) to the extent reasonably requested by the Administrative Agent, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02a Phase I Environmental Site Assessment Report, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or a Phase II Environmental Site Assessment Report as reasonably requested by the Collateral Agent or the Administrative Agent; and (i) evidence of payment by the Borrower of all Mortgage Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Mortgage Policies referred to above; provided, however, no Mortgage shall be signed until at least 30 days after the Flood Documents have been posted for the Lenders (and the deadline for delivery of the items required under this Section 3 shall be automatically extended to the extent necessary to comply with the foregoing).

Post-Closing Items. (a) The Loan Parties Borrower shall, and the Borrower shall cause each Subsidiary to, take all necessary actions to satisfy the items described on Schedule 5.16 (a) within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Properties, within ninety (90) 60 days of following the Closing Date (or or, in the case of surveys only, such longer period as agreed to by the Administrative Collateral Agent may reasonably allow) in its reasonable discretion), (i) deliver each of the MortgagesSecurity Document, in form and substance reasonably satisfactory to the Administrative AgentLenders, relating to each of the Mortgaged Properties shall have been Properties, duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for , (ii) cause each of such Mortgaged Properties to be subject to no other Liens other than Permitted Liens, (iii) deliver evidence reasonably satisfactory to the Deed Collateral Agent that each such Security Document relating to each of Mortgage, which the Loan Parties represent Mortgaged Properties has been filed and recorded in the corresponding Section of recording office as specified on Schedule 3.19(c) or (a lender’s title insurance policy, in form and substance acceptable to the Puerto Rico Registry of Collateral Agent, insuring such Security Document as a first lien on such Mortgaged Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property(subject to Permitted Liens)), (iiiv) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received deliver such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower)company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02Permitted Liens, together with such flood determinationssurveys, surveys abstracts and legal opinions appraisals required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Lenders and (v) a legal opinion relating to each of the Mortgaged Properties in form and substance reasonably satisfactory to the Collateral Agent, (b) within 45 days following the Closing Date (or such later period as agreed by the Collateral Agent in its sole discretion), deliver to the Collateral Agent the stock certificates for GT Solar Hong Kong, Limited and GT Solar Taiwan Co., Ltd. pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents and (c) use commercially reasonable efforts to, within 60 days following the Closing Date (or such later period as agreed by the Collateral Agent in its reasonable discretion), deliver evidence reasonably satisfactory to the Collateral Agent that all appropriate filings with the United Stated Patent and Trademark Office have been made in respect of the Intellectual Property of GT Crystal Systems, LLC to ensure that (x) GT Crystal Systems, LLC is the record and beneficial owner, free and clear of all Liens (other than Permitted Liens), of such Intellectual Property and (y) the Collateral Agent has a valid and perfected first priority security interest in or Lien on such Intellectual Property (subject to Permitted Liens).

Post-Closing Items. (a) The Loan Parties Obligors shall take all necessary actions deliver to satisfy Administrative Agent, not later than sixty (60) days after the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule Closing Date (or such longer periods later date as the Administrative Agent may agree): (i) an endorsement to each insurance policy of the Obligors providing liability coverage designating the Administrative Agent (and its successors and/or assigns) as an additional insured thereunder; (ii) an endorsement to each casualty insurance policy of the Obligors designating the Administrative Agent (and its successors and/or assigns) as lender’s loss payee and/or mortgagee (as applicable) thereunder; and (iii) an endorsement to each insurance policy of the Obligors pursuant to which the insurer agrees that it will give Administrative Agent thirty (30) days (or such lesser amount as Administrative Agent may agree in its sole discretionor ten (10) days for cancellation due to nonpayment of premium) prior written notice before any such policy or policies shall be altered or canceled). (b) In connection Obligors shall cause, not later than sixty (60) days after the Closing Date (or such later date as the Administrative Agent may agree), Pixalere Healthcare USA, LLC to become joined to this Agreement as a “Subsidiary Guarantor” hereunder, and Administrative Agent shall have received all joinder and limited liability company authorization documents in the nature of those required by Section 6.01(e) with each respect thereto, (the date on which such conditions are satisfied, the “Pixalere Joinder Date”); (c) Obligors shall deliver to Administrative Agent, not later than ninety (90) days after the Closing Date (or such later date as Administrative Agent may agree), duly executed control agreements in favor of Administrative Agent for the benefit of the Mortgaged PropertiesSecured Parties for all Deposit Accounts, Securities Accounts and Commodity Accounts owned by the Obligors in the United States (other than any such account constituting an Excluded Account); (d) Notwithstanding anything to the contrary in the Security Agreement, within ninety (90) days of after the Closing Date (or such longer period later date as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iiiagree) (A) with respect to any location where Collateral in excess of $500,000 is held, use commercially reasonable efforts to execute and deliver landlord consents with respect to real Property leased (as tenant) by each of such Mortgages shall have been filed and recorded Obligor in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation United States and (B) use commercially reasonable efforts to obtain a bailee waiver or other agreement from the lessor of each leased property, or bailee or consignee with respect to any warehouse, processor, converted facility or other location where Collateral in excess of $500,000 is stored or located at such individual location; (e) Obligors shall deliver to Administrative Agent, not later than ten (10) Business Days after the Closing Date (or such later date as Administrative Agent may agree), a file-stamped copy of a UCC-3 termination statement demonstrating that the UCC-1 financing statement filed with the Secretary of State of the State of Delaware, with U.C.C. Initial Filing No: 2019 8188208, listing SCENDIA BIOLOGICS, LLC as Debtor and JPMORGAN CHASE BANK, NA as Secured Party, has been terminated; and (f) Obligors shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in make good faith by efforts to deliver to Administrative Agent evidence of executed assignments reflecting the Lead Borrowerconveyance of ownership of certain patents from Precision Healing, Inc. to Precision Healing LLC (the “Precision Assignment”), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms evidence of the Mortgages or as reasonably requested by filing receipt received from the Collateral Agent or USPTO for recording the Administrative AgentPrecision Assignment against the Precision Healing patents to correct USPTO ownership records for such patents.

Post-Closing Items. (a) The Loan Parties Within 30 days after the date hereof, the Company shall take all necessary actions (i) cause the Guarantor Subsidiaries and Affiliated Creditors to satisfy the items described on Schedule 5.16 within execute and deliver the applicable periods form of time specified Subsidiary Guaranty for each Guarantor Subsidiary, together with a certified extract from the competent commercial register for each applicable signatory, (ii) provide to the Buyer evidence that the Affiliated Creditors of each Guarantor Subsidiary have converted all of their Indebtedness and other claims against such Guarantor Subsidiary into equity, (iii) deliver to the Buyer an opinion of counsel to each of the Company, the Guarantor Subsidiaries and each of the other Affiliated Creditors in substantially the form of Schedules III and IV hereto, as applicable, subject to customary assumptions and qualifications and provided that an Affiliated Creditor (not including the Guarantor Subsidiaries) may be excluded from the opinion in paragraph 6 of Schedule IV to the extent that the statement in such paragraph 6 is incorrect in the jurisdiction of such Affiliated Creditor, and provided that any such Person organized in Switzerland may be excluded from the opinions in paragraph 3 and 5(b) of Schedule IV with respect only to the Subsidiary Guarantees, (or such longer periods as iv) agree upon, execute and deliver the Administrative Agent may agree Indemnification Agreements, which shall be satisfactory in its sole discretion)form and substance to the Buyer acting reasonably, and (v) cause the Joint Venture Documents other than the Joint Venture Agreement to be executed and delivered. (b) In connection with each Within 30 days after the date hereof, the Buyer shall deliver to the Company an opinion of counsel to FN and the Buyer in substantially the form of Schedule IV hereto subject to customary assumptions and qualifications. (c) As promptly as practicable after the date hereof, the Company shall cause the Certificate Amendment to become effective. (d) Within ten (10) Business Days of any Person becoming a direct or indirect Subsidiary of the Mortgaged PropertiesCompany that has material business operations or assets, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) Company will (i) each of the Mortgagescause such Subsidiary (each, in form an “Acceding Subsidiary”) to execute and substance reasonably satisfactory deliver to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded Holder a Subsidiary Guaranty substantially in the corresponding Section of the Puerto Rico Registry of Property form attached hereto as Exhibit B-1 or Exhibit B-2, as applicable, and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of deliver such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in documentation as the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, Holder may reasonably request in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing including, without limitation, certified resolutions and recordation other organizational and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms authorizing documents of the Mortgages or as reasonably requested by Acceding Subsidiary and its Affiliated Creditors (or, if applicable, a certified extract from the Collateral Agent or competent commercial register for each applicable signatory) and upon the Administrative Agentrequest of the Holder opinions of counsel to such Acceding Subsidiary and its Affiliated Creditors substantially in the form of Schedule IV hereto. Notwithstanding the foregoing, no Exempt Subsidiary shall be deemed an Acceding Subsidiary subject to this Section 5.11(d).

Post-Closing Items. (a) The Loan Parties No later than 90 days following the Incremental Effective Date, the US Borrower shall take all necessary actions provide to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion)a certificate of the chief financial officer of the US Borrower either (i) confirming that there have been no changes to the information provided pursuant to Sections 6.01(j)(i) and 6.01(j)(ii) of the Credit Agreement since the most recent delivery pursuant to Section 6.01(j) of the Credit Agreement or (ii) setting out any such changes. (b) In connection with each of No later than 90 days after the Mortgaged Properties, within ninety (90) days of the Closing Incremental Effective Date (or such longer period later date as the Administrative Agent in its sole discretion may permit), the Borrowers shall cause the applicable Credit Party to deliver, with respect to each Mortgage encumbering a US Mortgaged Property, (i) an amendment or an amendment and restatement thereof (each, a “Mortgage Amendment”), in form and substance reasonably acceptable to the Administrative Agent, setting forth such changes as are reasonably necessary to reflect that the lien securing the Obligations under the Credit Agreement encumbers such US Mortgaged Property and to further grant, preserve, protect, confirm and perfect the lien and security interest thereby created and perfected, (ii) date down and modification endorsements to the mortgagee's title insurance policies reflecting the Mortgage Amendment in respect of each of the US Mortgaged Properties reflecting that there are no encumbrances affecting the US Mortgaged Properties except as permitted under the Credit Agreement and (iii) such further documents, instruments, acts or agreements as the Administrative Agent may reasonably allow) (i) each request to affirm, secure, renew or perfect the liens of the MortgagesMortgages as amended; provided, in form and substance reasonably satisfactory that a Mortgage Amendment with respect to the Administrative Agent, relating to each of the any particular US Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation related documentation set forth in the corresponding Section of the Puerto Rico Registry of Property, clauses (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages above shall have been filed and recorded not be required to the extent that local counsel reasonably acceptable to the Administrative Agent has confirmed in the corresponding recording office (except an e-mail that no Mortgage Amendment is required in order for the Deed US Mortgaged Property to secure the Tranche E Term Commitments and extensions of Mortgage, which credit thereunder. Nothing herein shall serve to amend or affect in any way the Loan Parties represent has been filed and recorded in the corresponding Section obligations of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Credit Parties represent has been filed and is pending recordation in the corresponding pursuant to Section 6.11(b) of the Puerto Rico Registry of Property) andCredit Agreement, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agentapplicable.

Post-Closing Items. (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule Administrative Agent (or such longer periods as the Administrative Agent may agree in its sole discretion). (bcounsel) In connection with each of the Mortgaged Properties, shall have received within ninety (90) 60 days of the Closing Fourth Amendment and Restatement Effective Date (or such longer period of time as the Administrative Agent may reasonably allowshall agree in its sole discretion) (ii)(A) each of first priority Mortgages for the Mortgaged Properties that do not constitute Existing Mortgaged Properties, including title and extended coverage insurance covering the properties underlying such Mortgages, and (B) amendments to (or amendments and restatements of) the Mortgages for the Mortgaged Properties that constitute Existing Mortgaged Properties that the Administrative Agent reasonably deems necessary to amend such Mortgages in order to cause the Obligations to be appropriately secured by the property underlying such Mortgages and otherwise in form and substance reasonably satisfactory to the Administrative Agent, relating including title datedown endorsements (or redated title insurance policies, as applicable), and such title datedown endorsements (or redated title policies) shall show no Liens affecting such Mortgaged Properties except for Permitted Encumbrances, (ii) (A) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Loan Party) and (B) copies of, or certificates as to coverage under, the insurance policies required by Section 5.05 (including, without limitation, flood insurance policies) and the applicable provisions of the Mortgages, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Administrative Agent as additional insured, in form and substance satisfactory to the Administrative Agent, and (iii) any existing surveys of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, Parent Borrower or any Subsidiary’s possession. (iib) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and The Administrative Agent (iiior its counsel) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it within 30 days of each the Fourth Amendment and Restatement Effective Date (or such filing and recordation and (B) longer period of time as the Collateral Administrative Agent shall have received such agree in its sole discretion) any certificates or other documents, including a policy instruments representing Capital Stock or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions any instruments evidencing indebtedness required to be furnished pledged to the Administrative Agent pursuant to the terms any Pledge Agreement together with stock powers or other instruments of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agenttransfer with respect thereto endorsed in blank.

Post-Closing Items. (a) The Loan Parties Company shall take deliver to the Trustee and the Collateral Agent no later than 90 days after the Issue Date a true and correct current survey 129 141 of each Mortgaged Property (and, where applicable, the underlying property subject to a leasehold which is subject to a Mortgage) along with a certification of such survey from the surveyor, which surveyor shall be a qualified M.A.I. surveyor reasonably satisfactory to the Trustee, as to the accuracy and completeness of such survey, which survey and surveyor's certification shall be in compliance with industry standards in all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion)material respects. (b) In connection with each The Company shall deliver to the Trustee and the Collateral Agent no later than 90 days after the Issue Date an Officer's Certificate of the Company certifying, for each Mortgaged Properties, within ninety (90) days Property and following the Company's review of the Closing Date survey described above, (or such longer period as the Administrative Agent may reasonably allowA) (i) each that the description of title in the Mortgages, in form relevant Mortgage for such Mortgaged Property accurately and substance reasonably satisfactory to the Administrative Agent, relating to each of completely describes the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, or (ii) each and every difference, omission, inadequacy or other misdescription in the description of the title in the relevant Mortgage for such Mortgaged Properties shall not be subject Property that has been disclosed by the survey for such Mortgaged Property (the "Misdescriptions") and (B)(i) that there exist no easements, rights of way or encumbrances with respect to any Lien such Mortgaged Property (including as shown in the survey described above) other than those permitted under Permitted Encumbrances or (ii) if any easements, rights of way or encumbrances, other than Permitted Encumbrances, are disclosed in the survey described above (each a "Non-Permitted Encumbrance"), each such Non-Permitted Encumbrance (and specifically listing each such Non-Permitted Encumbrance) and certifying the removal thereof (together with the relevant supporting documentation with respect thereto). (c) In the case of any Misdescription, as described in the preceding subsection (b)(A)(ii) of this Section 6.02 and (iii) (A) 11.18, each of such Mortgages shall have been filed the Trustee and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent is authorized to execute and deliver amendments to any of the Mortgages to correct any such Misdescription and to record and file any such amendments to the Mortgages as may be necessary to give effect thereto; provided, that any such amendment shall have received evidence reasonably satisfactory be executed, delivered, recorded and filed so as to it give effect to such amendment no later than 30 days following the delivery of each such filing the survey to the Trustee and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance Company as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free provided in subsection (a) of Liens other than those permitted under this Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.11.18. (SIGNATURE PAGE FOLLOWS) 130 142

Post-Closing Items. (ai) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree shall have received, in its sole discretion). (b) In connection with each of the Mortgaged Propertiescase in form and substance reasonably satisfactory thereto, within ninety (90) days of following the Closing Date (or such longer extended period of time as reasonably agreed to by the Administrative Agent): (A) fully executed and notarized Mortgage Instruments (or amendments to the existing Mortgage Instruments) encumbering the Mortgaged Properties as to properties owned by the Credit Parties; (B) with respect to each Mortgaged Property, a Mortgage Policy insuring that the Mortgage Instrument with respect to such Mortgaged Property creates a valid and enforceable first priority mortgage lien on such Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policy shall be in form and substance reasonably satisfactory to the Administrative Agent; (C) a title report in respect of each of the Mortgaged Properties; (D) evidence as to (1) whether any Mortgaged Property is a Flood Hazard Property and (2) if any Mortgaged Property is a Flood Hazard Property, (x) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (y) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent may reasonably allow(I) as to the fact that such Mortgaged Property is a Flood Hazard Property and (iII) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (z) copies of insurance policies or certificates of insurance of the MortgagesCredit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and Lenders and naming the Administrative Agent as loss payee on behalf of the Lenders; (E) with respect to each Mortgaged Property, a survey of the site of such Mortgaged Property certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, which survey shall be sufficient to delete any standard printed survey exception contained in the applicable Mortgage Policy; (F) reasonably satisfactory third-party environmental reviews of all Mortgaged Properties, including but not limited to Phase I environmental assessments, together with reliance letters in favor of the Lenders; (G) to the extent requested by the Administrative Agent, opinions of counsel to the Credit Parties for each jurisdiction in which the Mortgaged Properties are located addressing the enforceability of the Mortgage Instrument; (H) to the extent available, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Mortgaged Properties are located; and (I) an appraisal of each Mortgaged Property, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, . (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral The Administrative Agent shall have received evidence received, within sixty (60) days following the Closing Date (or such extended period of time as reasonably satisfactory agreed to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead BorrowerAdministrative Agent), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by any stock or membership certificates evidencing the Collateral Equity Interests pledged to the Administrative Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of Pledge Agreement (together with undated stock or transfer powers duly executed in blank) after giving effect to the Mortgages or as reasonably requested by Foreign Subsidiary Reorganization to the Collateral Agent or extent not previously delivered to the Administrative Agent. (iii) The Administrative Agent shall have received, within thirty (30) days following the Closing Date (or such extended period of time as reasonably agreed to by the Administrative Agent), copies of insurance policies or certificates and endorsements of insurance evidencing liability, casualty, hazard, property and business interruption insurance meeting the requirements set forth herein. The Administrative Agent shall be named (i) as lenders’ loss payee, as its interest may appear, with respect to any such insurance providing coverage in respect of any Collateral and (ii) as additional insured, as its interest may appear, with respect to any such insurance providing liability coverage.

Post-Closing Items. Notwithstanding any provision herein or in any other Loan Document to the contrary, to the extent not actually delivered on or prior to the Effective Date, the Borrowers shall, and shall cause each applicable Subsidiary to: (a) The Not later than thirty (30) days after the Effective Date, (i) deliver a landlord’s consent executed in favor of Collateral Agent and in a form reasonably acceptable to Collateral Agent in respect of (A) Borrower’s headquarters location and (B) all other locations where Borrower or any Loan Parties shall take Party maintains Collateral having a book value in excess of Five Hundred Thousand Dollars ($500,000.00) and (ii) use commercially reasonable efforts to deliver a landlord’s consent executed in favor of Collateral Agent and in a form reasonably acceptable to Collateral Agent in respect of all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods other locations where Borrower or any Loan Party maintains Collateral having a book value in excess of time specified in such Schedule Two Hundred Fifty Thousand Dollars (or such longer periods as the Administrative Agent may agree in its sole discretion$250,000.00).; (b) In connection with Not later than thirty (30) days after the Effective Date, (i) deliver a bailee waiver executed in favor of Collateral Agent and in a form reasonably acceptable to Collateral Agent in respect of all locations where Borrower or any Loan Party maintains Collateral having a book value in excess of Five Hundred Thousand Dollars ($500,000.00) and (ii) use commercially reasonable efforts to obtain a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Subsidiary in respect of all other locations where Borrower or any Loan Party maintains Collateral having a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00); and (c) Not later than thirty (30) days after the Effective Date, for each of the Mortgaged PropertiesBorrower’s Foreign Subsidiaries for which equity interests are certificated, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory deliver to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be a stock certificate or membership interest certificate, as applicable, evidencing the sixty-five percent (65%) interest in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject Foreign Subsidiary pledged to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it hereunder, together with an undated stock power or membership interest power, as applicable, for each such certificate executed in blank by a duly authorized officer of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative AgentForeign Subsidiary.

Post-Closing Items. (a) The Loan Parties shall take all necessary actions Deliver to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with and each Lender each of the Mortgaged Properties, following within ninety forty-five (9045) days of the Closing Date: (a) a complete and accurate listing as of the Closing Date of all Guarantees of the Borrower and its Subsidiaries, (b) a certificate of the secretary or assistant secretary of each Credit Party (other than the Borrower) certifying, as applicable, that (1) the articles of incorporation and bylaws of such Credit Party (or such longer period applicable documentation in the case of any Credit Party organized as the Administrative Agent may reasonably allowa partnership or a limited liability company) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for on September 29, 1995 (or, with respect to any Credit Party who joined the Deed of MortgageExisting Credit Agreement after September 29, which 1995, the Loan Parties represent has been filed and recorded in the corresponding Section date of the Puerto Rico Registry of Property applicable Joinder Agreement executed by such Credit Party) have not been repealed, revoked, rescinded or amended in any respect or (2) if such documents have not previously been provided to the Agent, such documents are attached thereto and the Deed of Amendmenthave not been repealed, which the Loan Parties represent has been filed revoked, rescinded or amended in any respect; (c) a complete and is pending recordation in the corresponding Section accurate list of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions information required to be furnished pursuant included in Schedule 7.1(u), and (d) long-form certifications as of a recent date of good standing of each Credit Party under the laws of its respective jurisdictions of organization and, if available, a certificate of the relevant taxing authorities of such jurisdictions certifying that each Credit Party has filed required franchise tax returns and owes no delinquent franchise taxes for at least two-thirds of the Credit Parties. For any Credit Party for which such tax certificate is not obtained within such forty-five (45) day period, the Borrower shall deliver a certificate from each applicable Credit Party certifying that it has filed all required franchise tax returns and owes no delinquent franchise taxes, attaching copies of applicable filings and payments. If the Borrower fails to provide any of the information required by this Section 9.15 within forty-five (45) days of the Closing Date, the Borrower shall pay a fee of $500 per day for each of clause (a), (b), (c) or (d) that remains undelivered after such forty-five (45) day period except such fee shall not apply in the case of items described in clause (d) to the terms extent such delay in delivery is caused by factors outside of the Mortgages or as reasonably requested by reasonable control of the Collateral Agent or the Administrative AgentBorrower.

Post-Closing Items. Borrower shall have satisfied the following conditions on the dates set forth below: (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule sixty (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Properties, within ninety (9060) days of the Closing Date (date hereof, with respect to each Mortgaged Real Property, as defined in the Existing Credit Agreement, or such longer period thereof as the Administrative Collateral Agent may reasonably allowrequire, at Borrower's cost and expense, Borrower shall have caused to be delivered a Loan Policy of title insurance, ALTA 1970 Form B (amended 10/17/70 and 10/17/84) (i) each of the Mortgagesunless such form is unavailable in any particular state, in which case Borrower shall provide such other form and substance of a Loan Policy of title insurance as may reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed requested by the parties thereto and delivered Collateral Agent) issued by a title company satisfactory to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewithcollectively, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing "Loan Policies" and recordation and (Bindividually, a "Loan Policy") the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not equal to exceed the fair market value of such mortgaged property Mortgaged Real Property insuring each Mortgage, as defined in the Existing Credit Agreement, to be a valid Lien on such Mortgaged Real Property, free and clear of all defects and encumbrances except such matters of record as permitted pursuant to the Existing Credit Agreement, with waiver of any survey exceptions and such other standard exceptions as the Collateral Agent may require, and with such endorsements and affirmative insurance as the Collateral Agent, in its reasonable discretion, may require; (b) within sixty (60) days of the date hereof, Borrower shall provide to the Collateral Agent, with respect to each Mortgaged Real Property, or such thereof as determined in good faith the Collateral Agent may require, at Borrower's cost and expense, environmental reports or studies prepared by environmental engineering firms acceptable to the Lead BorrowerCollateral Agent (the "Reports"), together which Reports shall be in form acceptable to the Collateral Agent, in its sole discretion; and (c) within sixty (60) days of the date hereof, Borrower shall provide to the Collateral Agent with respect to each Mortgaged Real Property, or such endorsementsthereof as the Collateral Agent may require, coinsurance at Borrower's cost and reinsurance as may be reasonably requested expense, (i) a current (certified not more than sixty (60) days prior to the date of such request) survey of the such Mortgaged Real Property, prepared by a licensed surveyor acceptable to the Collateral Agent, certified to the Collateral Agent and the LendersSubordinated Lenders and the title company pursuant to certificate of survey acceptable to the Collateral Agent; such survey shall be in form and substance acceptable to the Collateral Agent, insuring in its sole discretion, shall be made in accordance with the Mortgages as valid first liens "Minimum Standard Detail Requirements for Land Title Surveys" adopted by the American Land Title Association in 1999; (ii) a copy of the certificate of occupancy for each building located on each such Mortgaged Real Property; (iii) evidence satisfactory to the Collateral Agent of compliance with all building and zoning codes applicable to the Mortgaged Real Property, (iv) evidence of the availability and adequacy of utilities for the buildings located on the Mortgaged PropertiesReal Property; and (v) evidence, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant satisfactory to the terms Collateral Agent, that no portion of any of the Mortgages Mortgaged Real Property is located in a Special Flood Hazard Area or is otherwise classified as reasonably requested Class A or Class BX on the Flood Maps maintained by the Collateral Agent or the Administrative AgentFederal Emergency Management Agency.

Post-Closing Items. (a) The Loan Parties shall take all necessary actions On or prior to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Properties, within ninety (90) date that is 45 days of following the Closing Date (or such longer period later date as the Administrative Agent may reasonably allowapprove in its reasonable discretion), transfer to and maintain with the Administrative Agent (or any of its Affiliates) each Concentration and Disbursement Account. (b) On or prior to the date that is 30 days following the Closing Date (or such later date as the Administrative Agent may approve in its reasonable discretion) deliver to the Administrative Agent: (i) for each Designated Real Property (x) a Mortgagee’s Title Insurance Policy, which shall (A) be issued at ordinary rates, (B) insure that the Lien granted pursuant to the Mortgage insured thereby creates a valid first Lien on such Designated Real Property free and clear of all defects and encumbrances, except for Customary Permitted Liens, (C) name the Administrative Agent for the benefit of the MortgagesSecured Parties as the insured thereunder, (D) be in the form of the ALTA Loan Policy – 2006 (or equivalent policies), (E) contain such endorsements and affirmative coverages as the Administrative Agent, and be in an amount, shall reasonably request, and (F) be issued by one or more national title insurance companies and (y) a copy of all documents referred to, or listed as exceptions to title, in form such title policy (or policies); and (ii) for each Designated Real Property, evidence that all premiums in respect of each Mortgagee’s Title Insurance Policy, all recording fees and substance stamp, documentary, intangible or mortgage taxes, if any, in connection with the Mortgage have been paid or delivered to the title company to pay. (c) On or prior to the date that is 30 days following the Closing Date (or such later date as the Administrative Agent may approve in its reasonable discretion) use commercially reasonable efforts to deliver to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent, relating to Agent that each of the Mortgaged Properties mortgages set forth on Schedule 7.16 (i) (it being understood and agreed, that each such mortgage currently does not secure, and in the future shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgagenot secure, which the Loan Parties represent any obligations or Indebtedness thereby) has been filed terminated and recorded in the corresponding Section released of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agentrecord.