Common use of Post-Closing Requirements Clause in Contracts

Post-Closing Requirements. (a) Within 45 days after the Amendment Effective Date (i) the Borrower shall provide evidence reasonably acceptable to the Administrative Agent that it has transferred its fee interests (collectively, the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Administrative Agent. (b) Within 30 days after the Amendment Effective Date a Deposit Account Control Agreement relating to the Pledged Account, in form and substance reasonably satisfactory to the Administrative Agent, shall have been executed and delivered by the parties thereto. Any breach of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreement, as amended by this Amendment.

Post-Closing Requirements. (a) Within 45 60 days after hereof (or such later date as the Amendment Effective Date Administrative Agent may agree in its sole discretion), the Borrower shall deliver or cause to be delivered: (i) Mortgages or amendments to Mortgages encumbering at least 90% of all of the Borrower shall provide evidence reasonably acceptable Loan Parties’ Proven Reserves (as set forth in the Initial Engineering Report) and Oil and Gas Properties in connection therewith; (ii) appropriate UCC-1 and UCC-3, as applicable, fixture filing financing statements covering the Collateral for filing with the appropriate authorities; (iii) the Transfer Letters; (iv) a favorable opinion of local counsel in each jurisdiction where a Mortgage or amendment or supplement to Mortgage will be filed in such form and covering such matters as the Administrative Agent that it has transferred its fee interests may reasonably request; and (collectively, the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may bev) with respect thereto executed to any real property that will become a Mortgaged Property after the Closing Date on which a “building” or “mobile home” (in blankeach case, as such terms are defined for purposes of the National Flood Insurance Program) is located, (A) a flood determination certificate issued by the appropriate Governmental Authority or third party indicating whether such property is designated as a “flood hazard area” and (B) if such property is designated to be in a “flood hazard area”, evidence of flood insurance on such property obtained by the applicable Loan Party in such total amount as required by Regulation H of the Federal Reserve Board, and all official rulings and interpretations thereunder or thereof, and otherwise in form and substance reasonably acceptable to compliance with the Administrative AgentNational Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973. (b) Within 30 60 days after hereof (or such later date as the Amendment Effective Date a Deposit Account Control Agreement relating Administrative Agent may agree in its sole discretion), the Administrative Agent shall be satisfied in its sole discretion with the title to the Pledged AccountOil and Gas Properties included in the Borrowing Base and that such Oil and Gas Properties constitute at least 80% of the PV-10 of the Proven Reserves of the Borrower and its Subsidiaries (as set forth in the Initial Engineering Report), including mortgagee’s title opinions in favor of the Administrative Agent and the Lenders in form and substance reasonably satisfactory to the Administrative AgentAgent and issued by title counsel satisfactory to the Administrative Agent covering such percentage of the PV-10 of Proven Reserves set forth on the Independent Engineering Report. (c) Within 60 days hereof (or such later date as the Administrative Agent may agree in its sole discretion), the Borrower shall have been executed deliver or cause to be delivered Environmental reports on Oil and delivered by Gas Properties that will become Mortgaged Properties after the parties thereto. Any breach of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreement, as amended by this AmendmentClosing Date.

Post-Closing Requirements. No later than 90 days after the Closing Date (which 90-day period may be extended for an additional 60 days in the reasonable discretion of the Administrative Agent), the Loan Parties shall deliver deeds of trust, trust deeds and mortgages (together with the assignments of leases and rents referred to therein and each other deeds of trust, trust deeds and mortgages delivered pursuant to SECTION 6.12, in each case as amended, the "Mortgages"), in substantially the form of EXHIBIT H (with such changes as may be reasonably satisfactory to the Administrative Agent and its counsel to account for local law matters) and covering the properties listed on SCHEDULE 6.19 (collectively, the "INITIAL MORTGAGED PROPERTIES"), duly executed by the appropriate Loan Party, together with: (a) Within 45 days after evidence that counterparts of the Amendment Effective Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may reasonably deem necessary in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid; (b) fully paid American Land Title Association Lender's (or to the extent available in the applicable jurisdiction, Extended Coverage) title insurance policies (the "MORTGAGE POLICIES") in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers selected by, or otherwise reasonably acceptable to, the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all material defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may reasonably deem necessary; (c) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated a date reasonably satisfactory to the Administrative Agent, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and reasonably acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent; (d) any available engineering, soils and other reports (including, without limitation, any environmental reports) generated within the 3 years prior to the Closing Date as to the properties described in the Mortgages; (ie) Phase I environmental site assessment reports prepared in accordance with the Borrower standards promulgated by the American Society for Testing and Materials for each of the properties described in the Mortgages, in form and substance and from a professional firm reasonably acceptable to the Administrative Agent; (f) evidence of the insurance required by the terms of the Mortgages; (g) to the extent requested by the Administrative Agent, an appraisal of each of the properties described in the Mortgages complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, which appraisals shall provide evidence be from a Person reasonably acceptable to the Administrative Agent that it has transferred its fee interests (collectively, the “Post-Closing Transfers”) and otherwise in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx form and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner substance reasonably satisfactory to the Administrative Agent, ; (iiih) each Designated Transferee shall execute and deliver favorable opinions of local counsel to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Administrative Agent. (b) Within 30 days after the Amendment Effective Date a Deposit Account Control Agreement relating to the Pledged Account, Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, shall have and (i) evidence that all other action that the Administrative Agent may reasonably deem necessary in order to create valid first and subsisting Liens on the property described in the Mortgages has been executed and delivered by the parties thereto. Any breach of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreement, as amended by this Amendmenttaken.

Post-Closing Requirements. (a) Within 45 days after On the Amendment Effective Date Closing Date, the Administrative Agent shall receive: (i) the Borrower shall provide evidence reasonably acceptable to the Administrative Agent that it has transferred its fee interests (collectively, the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), a duly executed Target Confirmation; (ii) a favorable opinion of Xxxxxx Xxxxxxxx, Republic of Mauritius counsel to the administrative agent under the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi)Transaction Obligors, (vii), (viii) and (ix) addressed to each of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee Finance Parties, concerning the Transaction Obligors and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Administrative Agent. (b) Within 30 days after the Amendment Effective Date a Deposit Account Control Agreement relating to the Pledged AccountLoan Documents, in form and substance reasonably satisfactory to the Administrative Agent; (iii) evidence of the release of the Liens created in respect of the shares in each of Genpact India Investments, shall have been executed Symphony Marketing Solutions, Genpact India Holdings and delivered by the parties thereto. Any breach of this Section 14 shall be an immediate Event of Default under Genpact China Investments, in each case, as security for the Existing Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent; (iv) evidence of the entry of the Liens created pursuant to each Mauritius Pledge Agreement in the register of transfers of the entity the Equity Interests of which are pledged thereby; (v) evidence of the filing of the Liens created by the Collateral Documents over the assets of any Transaction Obligor organized under the laws of Bermuda with the Register of Charges on form 9 in accordance with section 55 of the Bermuda Companies Xxx 0000; and (vi) a favorable opinion of Xxxxx & Overy LLP, Luxembourg counsel to the Transaction Obligors, addressed to each of the Finance Parties, concerning the Transaction Obligors and the Loan Documents, in form and substance reasonably satisfactory to the Administrative Agent. (b) With effect from the Closing Date, cause the Target Merged Entity (and, with effect from any merger between the Target Merged Entity and GII, cause the GII Merged Entity) to be a Guarantor and all of the Equity Interests in the Target Merged Entity (and, with effect from such merger, cause all of the Equity Interests in the GII Merged Entity) to be subject to a valid and perfected Lien in favor of the Collateral Agent (for the benefit of the Secured Parties) under the Collateral Documents as amended security for the payment of all Secured Obligations. (c) On or prior to the date that is 5 Business Days after the Closing Date (or such later time as the Administrative Agent may agree), the Administrative Agent shall have received the documents specified on Schedule 6.18(c), each of which shall be originals or telecopies (followed promptly by this Amendmentoriginals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Transaction Obligor (or, in the case of any legal opinion specified therein, issued by legal counsel specified therein), if applicable, and each in form and substance satisfactory to the Administrative Agent. (d) On or prior to the date that is 30 days after the Closing Date (or such later time as the Administrative Agent may agree), the Administrative Agent shall have received the documents specified on Schedule 6.18(d), each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Transaction Obligor (or, in the case of any legal opinion specified therein, issued by legal counsel specified therein), if applicable, and each in form and substance satisfactory to the Administrative Agent.

Post-Closing Requirements. (a) Within 45 ninety (90) days after the Second Amendment Effective Date (i) the Borrower shall provide evidence reasonably acceptable to and Restatement Date, unless waived or extended by the Administrative Agent that it has transferred in its fee interests (collectivelysole discretion, the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement Administrative Agent shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement a completed Perfection Certificate (as amended pursuant to Section 1 of this Amendmentdefined in the Security Agreement) relating with respect to each Designated Transferee Credit Party (and such Perfection Certificate shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner be reasonably satisfactory to the Administrative Agent) dated the Second Amendment and Restatement Date and signed by an executive officer of such Credit Party, together with all attachments contemplated thereby, including copies of the searches received by the Borrower pursuant to Section 5(b). (iiib) each Designated Transferee shall execute Within one hundred and deliver to twenty (120) days after the Second Amendment and Restatement Date, unless waived or extended by the Administrative Agent (x) in its sole discretion, with respect to each real property encumbered by a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to Mortgage, the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver have received, with respect to the administrative agent under existing Mortgages, the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the following, in each case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Administrative Agent.: (bi) Within 30 days after the Amendment Effective Date a Deposit Account Control Agreement relating an amendment to the Pledged Accountexisting Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Credit Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law; (ii) a favorable opinion, addressed to the Administrative Agent and the Secured Parties (as defined in the Security Agreement) covering, among other things, the due authorization, execution, delivery and enforceability of the applicable Mortgage as amended by the Mortgage Amendment (such opinion may take assumptions for any matters addressed in the local counsel opinion originally delivered in connection with the Mortgage); (iii) a date down endorsement to the existing title policy, which shall be in form and substance reasonably satisfactory to the Administrative AgentAgent and reasonably assure the Administrative Agent as of the date of such endorsement that the real property subject to the lien of such Mortgage is free and clear of all defects and encumbrances except those Liens permitted under such Mortgage (for the avoidance of doubt, for title policies related to real property in Texas, the form T-38 endorsement and a title search shall satisfy this requirement); (iv) evidence of payment by the Borrower of all search and examination charges escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above; and (v) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to the title policy contemplated in this Section 6(b) and evidence of payment of all applicable title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the issuance of the endorsement to the title policy contemplated in this Section 6(b). (c) Within thirty (30) days after the Second Amendment and Restatement Date, unless waived or extended by the Administrative Agent in its sole discretion, the Administrative Agent shall have been executed and delivered received a certificate of good standing or equivalent for Central Arizona Home Health Care, Inc., from its jurisdiction of incorporation, certified as of a recent date by the parties thereto. Any breach of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreement, as amended by this Amendmentappropriate Governmental Authority.

Post-Closing Requirements. Each New Borrower hereby covenants and agrees that it shall, by the date that is thirty (30) days following the date hereof (or such later date as Agent may agree in its sole discretion in writing), provide Agent with: (a) Within 45 days after insurance certificates and endorsements, naming Agent as additional insured, assignee or lender loss payee, as applicable, as required by Section 4.4 of the Amendment Effective Date Credit Agreement; (b) Deposit Account Control Agreements and Securities Account Control Agreements with respect to all Deposit Accounts and Securities Accounts, respectively, owned by a New Borrower, if any; (c) the original stock certificate of each New Borrower and an accompanying undated stock powers executed by the applicable Pledgor; (d) an Intellectual Property Security Agreement executed by each New Borrower; (e) the secretary’s certificate of each New Borrower certifying as to (i) the Borrower shall provide evidence reasonably acceptable names and signatures of each officer of the New Borrowers authorized to the Administrative Agent that it has transferred its fee interests (collectively, the “Post-Closing Transfers”) execute and deliver this Agreement and all documents executed in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”)connection therewith, (ii) the administrative agent under the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements Organizational Documents (as defined in the Pledge Credit Agreement) of each New Borrower attached to such certificate are complete and correct copies of such Organizational Documents as in effect on the date of such certification, (iii) the resolutions of each New Borrower’s board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Agreement and the other documents executed in connection therewith, and (iv) certificates MidCap / PTC / Amendment No. 5 attesting to the good standing of each New Borrower in each applicable jurisdiction, together with, if applicable, related tax certificates; (f) updated true and correct schedules to the Credit Agreement which reflect (i) the joinder of each New Borrower as a Borrower under the Credit Agreement and (ii) the assets acquired pursuant to the BioElectron Acquisition, which shall be deemed to replace the schedules of the same number in the Credit Agreement, and shall deliver to be deemed attached thereto and become a part thereof; and (g) for each Borrower, (a) current UCC searches from the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the Secretary of State of its jurisdiction of organization; and (b) judgment, federal tax lien, personal property tax lien, and corporate and partnership tax lien searches, in each applicable Designated Transferees and stock powers and membership interest powers (as the case may be) jurisdiction, in each case, with respect thereto executed in blank, all in form and substance results reasonably acceptable to the Administrative Agent. (b) Within 30 days after the Amendment Effective Date a Deposit Account Control Agreement relating to the Pledged Account, in form and substance reasonably satisfactory to the Administrative Agent, shall have been executed and delivered by the parties thereto. Any breach of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreement, as amended by this Amendment.

Post-Closing Requirements. (a) Within 45 days after Notwithstanding anything to the Amendment Effective Date contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that: (i) the Borrower shall provide evidence reasonably acceptable have delivered to the Administrative Collateral Agent that it has transferred its fee interests (collectively, the “Post-Closing Transfers”) in following items within 90 days after the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement Initial Borrowing Date (as amended pursuant such date may be extended (with respect to Section 1 a given action or actions) at the sole discretion of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Administrative Agent.): (bA) Within 30 days after the Amendment Effective Date a Deposit Account Control Agreement relating to the Pledged Accountfully executed counterparts of Mortgages and corresponding UCC fixture filings, in form and substance reasonably satisfactory to the Collateral Agent, which Mortgages and UCC Fixture Filings shall cover each Real Property owned or leased by the Borrower or any of its Subsidiaries and designated as a “Mortgaged Property” on Schedule 8.12, together with evidence that counterparts of such Mortgages and UCC Fixture Filings have been delivered to the title insurance company insuring the Lien of such Mortgage for recording; (B) a Mortgage Policy relating to each Mortgage of the Mortgaged Property referred to above, issued by a title insurer reasonably satisfactory to the Collateral Agent, in an insured amount reasonably satisfactory to the Collateral Agent and insuring the Collateral Agent that the Mortgage on each such Mortgaged Property is a valid and enforceable first priority mortgage lien on such Mortgaged Property, free and clear of all defects and encumbrances except Permitted Encumbrances, with each such Mortgage Policy (1) to be in form and substance reasonably satisfactory to the Collateral Agent, (2) to include, to the extent available in the applicable jurisdiction, supplemental endorsements (including, without limitation, endorsements relating to future advances under this Agreement and the Loans, usury, first loss, tax parcel, subdivision, zoning, contiguity, variable rate, doing business, public road access, survey, environmental lien, mortgage tax and so-called comprehensive coverage over covenants and restrictions and for any other matters that the Collateral Agent in its discretion may reasonably request), (3) to not include the “standard” title exceptions, a survey exception or an exception for mechanics’ liens, and (4) to provide for affirmative insurance and such reinsurance or coinsurance as the Collateral Agent in its discretion may reasonably request; (C) to induce the title company to issue the Mortgage Policies referred to in subsection (B) above, such affidavits, certificates, information and instruments of indemnification (including, without limitation, a so-called “gap” indemnification) as shall be required by the title company, together with payment by the Borrower of all Mortgage Policy premiums, search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of such Mortgages and issuance of such Mortgage Policies; (D) either: (i) a survey of each Mortgaged Property (and all improvements thereon) (1) prepared by a surveyor or engineer licensed to perform surveys in the state where such Mortgaged Property is located, (2) dated not earlier than six months prior to the date of delivery thereof, (3) certified by the surveyor (in a manner reasonably acceptable to the Collateral Agent) to the Collateral Agent in its capacity as such, White & Case LLP and the title company and (4) complying in all respects with the minimum detail requirements of the American Land Title Association as such requirements are in effect on the date or preparation of such survey or (ii) an existing ALTA survery, together with such other documentation (including a so-called “no change” affidavit), in either instance, sufficient for the title company to remove all standard survey exceptions from the Mortgage Policy relating to such Mortgaged Property and issue the endorsements required pursuant to the provisions of subsection (B) above; (E) to the extent obtainable after utilizing commercially reasonable efforts, (i) fully executed landlord waivers, collateral access agreement, and/or bailee agreements in respect of those Leaseholds of the Borrower or any of its Subsidiaries designated as “Leaseholds Subject to Landlord Waivers” on Schedule 8.12, and (ii) fully executed landlord consents, estoppels, assignments and such other documentation and certifications in each case as may be reasonably required by the Collateral Agent or necessary in order to create a valid and perfected first Lien against the applicable Mortgaged Property, and in each case, in form and substance reasonably satisfactory to the Collateral Agent; (F) to the extent requested by the Administrative Agent, shall have been executed copies of all leases and delivered subleases in which the Borrower or any of its Subsidiaries holds the lessor’s interest or other agreements relating to possessory interests, if any; provided that, to the extent any of the foregoing affect such Mortgaged Property, to the extent requested by the parties thereto. Any breach of this Section 14 Administrative Agent, such agreements shall be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement (with any such agreement being reasonably acceptable to the Administrative Agent); (G) a “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower and any applicable Subsidiary) and evidence of flood insurance, in the event any improved parcel of Mortgaged Property is located in a special flood hazard area as indicated in such “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination); and (H) from local counsel in each state in which a Mortgaged Property is located, an immediate Event opinion in form and substance reasonably satisfactory to the Collateral Agent addressed to the Collateral Agent in its capacity as such, each of Default under the Existing Credit Lenders and the other Secured Creditors; and (ii) the Borrower shall (x) obtain as promptly as possible, but in any event within 120 days after the Initial Borrowing Date, all approvals of any Gaming Authority (collectively, the “Gaming Commission Approvals”) required to pledge, or cause to be pledged, the Equity Interests of Affinity Gaming, LLC, The Sands Regent, LLC, The Primadonna Company, LLC, Flamingo Paradise Gaming, LLC, Plantation Investments, LLC, Zante, LLC, Dayton Gaming, LLC, and Last Chance, LLC pursuant to the Gaming Pledge Agreement and (y) upon receipt of the Gaming Commission Approvals, be required as promptly as possible, but in any event within five Business Days after such date of receipt, to pledge, and cause to be pledged, the Equity Interests of Affinity Gaming, LLC, The Sands Regent, LLC, The Primadonna Company, LLC, Flamingo Paradise Gaming, LLC, Plantation Investments, LLC, Zante, LLC, Dayton Gaming, LLC, and Last Chance, LLC in accordance with the terms of the Gaming Pledge Agreement, as amended by this Amendment.;

Post-Closing Requirements. (a) Within 45 30 days after of the Seventh Amendment Effective Date, or such longer period as may be agreed by the Administrative Agent in its sole discretion, the Loan Parties shall (i) execute, deliver and file or cause to be filed modifications to the Mortgages existing before the Seventh Amendment Effective Date (i) in favor of the Borrower shall provide evidence Collateral Agent in form reasonably acceptable to Administrative Agent, together with any documents required by the Administrative Agent that it has transferred its fee interests (collectively, applicable jurisdiction of filing in connection with the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx recording of such mortgage modifications and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) deliver new Mortgages with respect to certain Material Property of the Existing Credit Agreement (as amended pursuant to Section 1 Loan Parties located in the State of this Amendment) relating to each Designated Transferee Oklahoma, duly authorized and shall have determined that each Designated Transferee has opted-executed, in to Article 8 form for recording in the applicable recording office for such Mortgaged Property, in favor of the Uniform Commercial Code Collateral Agent, for its benefit and the benefit of the Secured Parties, together with such other instruments as in effect shall be necessary or appropriate (in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% reasonable judgment of the direct Equity Interests in each Designated Transferee shall execute and deliver Collateral Agent) to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent create a Lien under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blanklaw, all of which shall be in form and substance reasonably acceptable satisfactory to Collateral Agent, which Mortgage and other instruments shall be, upon recordation in the Administrative Agentapplicable recording office, effective to create and/or maintain a first priority Lien on such Mortgaged Property subject to no Liens other than Permitted Encumbrances and Prior Liens. (b) As soon as possible after the Seventh Amendment Effective Date, but in any event no later than 15 days after the Seventh Amendment Effective Date, or such longer period as may be agreed by the Administrative Agent in its sole discretion, the Loan Parties shall, to the extent any Mortgaged Property is subject to Flood Insurance Laws, deliver updated standard flood hazard determination forms for such Mortgaged Property. (c) Within 30 days after of the Seventh Amendment Effective Date Date, or such longer period as may be agreed by the Administrative Agent in its sole discretion, the Administrative Agent shall have received, on behalf of itself, the Collateral Agent, the Lenders and each Issuing Bank on the Closing Date, a Deposit Account Control Agreement relating favorable written opinion of Xxxxxx & Xxxxxxx, LLP in respect of the new Mortgages referred to in clause (a) above, with respect to the Pledged Account, enforceability and validity of such Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent, shall have been executed and delivered by the parties thereto. Any breach of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreement, as amended by this Amendment.

Post-Closing Requirements. (a) Within 45 90 days after the Amendment Second Restatement Effective Date (i) or such later date as the Borrower shall provide evidence reasonably acceptable to the applicable Administrative Agent that it has transferred may agree in its fee interests (collectivelysole discretion, the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement Borrowers shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent the following items: (xa) a Guaranty Supplement With respect to each Mortgaged Property, an executed amendment to or amendment and (y) a certificate restatement of a Responsible Officer confirming that immediately following such Post-Closing Transfer the existing Mortgage in form and substance reasonably satisfactory to the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions Administrative Agent and in form suitable for recording in the applicable jurisdiction (iveach a “Mortgage Amendment”); (b) With respect to each Mortgage Amendment, an endorsement to the owners of 100% of existing Title Policy in form and substance reasonably satisfactory to the direct Equity Interests in each Designated Transferee shall execute applicable Administrative Agent and deliver to reasonably assuring the Administrative Agent Pledge Agreement Supplements (as defined of the date of such endorsement that the applicable Mortgaged Property is free and clear of all Liens other than Liens permitted under the Mortgage, in each case to the extent available in the Pledge Agreementapplicable jurisdiction at commercially reasonable rates (each a “Title Endorsement”); (c) With respect to each Mortgage Amendment, favorable opinions of counsel in the jurisdiction in which the Mortgaged Property is located and shall deliver in which the applicable mortgagor or grantor is formed, addressed to the administrative agent under applicable Administrative Agent and the Revolving Credit Agreement certificated Equity Interests for Secured Parties, and in form and substance reasonably satisfactory to the applicable Designated Transferees Administrative Agent; (d) With respect to each Mortgaged Property, such affidavits, certificates, information and stock powers and membership interest powers instruments of indemnification as shall be required to induce the title insurance company to issue the Title Endorsements; (as the case may bee) Such other documentation with respect thereto executed to each Mortgaged Property as may reasonably be necessary in blankorder to confirm the enforceability, all validity, priority and perfection of the liens of the Mortgages, as amended, in favor of the Secured Parties, in each case in form and substance reasonably acceptable to the applicable Administrative Agent.; and (bf) Within 30 days after Evidence of payment of all title insurance premiums, search and examination charges, mortgage recording taxes, fees, costs and expenses, and escrow and related charges required for the Amendment Effective Date a Deposit Account Control Agreement relating to recording of the Pledged Account, in form Mortgage Amendments and substance reasonably satisfactory to issuance of the Administrative Agent, shall have been executed and delivered by the parties thereto. Any breach of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreement, as amended by this AmendmentTitle Endorsements.

Post-Closing Requirements. (a) Within Not later than 45 days Business Days after the Amendment Effective Closing Date (i) which time period may be extended in the Administrative Agent’s sole discretion), in the case of any personal property Collateral located at the premises leased by Borrower or any Guarantor more specifically set forth in Schedule 3.1(b)(xxii), Borrower shall provide evidence use its reasonable efforts to procure such estoppel letters, consents and waivers from the landlords on such real property as may be reasonably acceptable to the Administrative Agent that it has transferred its fee interests (collectively, the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to by the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% approval of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to leases of such premises by the Administrative Agent. (b) Within 30 Not later than 180 days after the Amendment Effective Closing Date a Deposit Account Control Agreement relating (which time period may be extended in the Administrative Agent’s sole discretion), Borrower shall deliver to the Administrative Agent all original certificates and instruments representing or evidencing the Pledged AccountShares of the following Subsidiaries, which certificates and instruments shall be in suitable form for transfer by delivery and shall be accompanied by all necessary instruments of transfer or assignment, duly executed in blank: EasyLink Services Corporation India Private Limited, EasyLink Services Corp. PTE Ltd. (Singapore), EasyLink Services Corp. SDN BHD (Malaysia) and EasyLink Services (UK) Limited, in each case with respect to the foregoing certificates and instruments, in form and substance reasonably satisfactory to as determined by the Administrative Agent in its reasonable discretion. In addition, if requested by the Administrative Agent, Borrower shall have been executed execute an amendment to the Stock Pledge Agreement to reflect the inclusion of the foregoing Pledged Shares thereunder. (c) Not later than 45 Business Days after the Closing Date (which time period may be extended in the Administrative Agent’s sole discretion), in the case of any personal property Collateral subject to a service agreement between Borrower or any Guarantor and delivered any of the following service providers, Borrower shall use its reasonable efforts to procure such estoppel letters, consents and waivers from such service providers as may be reasonably required by the parties thereto. Any breach Administrative Agent, and approval of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreementservice agreements by the Administrative Agent: Quality Technology Services (300 Satellite Boulevard NW, as amended by this AmendmentSuwanee, Georgia 30024), Blue Mile (226 North Fifth Street, 3rd Floor, Columbus, Ohio 43215) and Comsat/Telenor (Telex) (Connecticut).

Post-Closing Requirements. (a) Within 45 10 days after the Amendment Effective Date (i) Closing Date, deliver to Agent all original certificates representing the Borrower shall provide evidence reasonably acceptable to the Administrative Agent that it has transferred its fee interests (collectively, the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent shares of Stock pledged under the Revolving Credit Security Agreement shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock along with Stock powers and membership interest powers (as the case may be) with respect thereto executed endorsed in blank, all in form and substance reasonably acceptable to the Administrative Agent. (b) Within 20 days after the Closing Date, deliver to Agent Collateral Access Agreements with respect to the following locations and Persons, each in form and substance satisfactory to Agent: (i) 0000 Xxxxx Xxxxxx, Chatsworth, CA; (ii) N49 X00000 Xxxxxxxx Xxxxx, Menomonee Falls, WI; (iii) N50 X00000 Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, XX; (iv) W136 X0000 Xxxxxxxx Xxxxx, Menomonee Falls, WI; and (v) MTI Electronics, Inc. (c) Within 20 days after the Closing Date, deliver to Agent the Joinder to Intercompany Subordination Agreement, duly executed by each Subsidiary of a Borrower described therein. (d) Within 20 days after the Closing Date, deliver to Agent, in each case in form and substance satisfactory to Agent: (i) the Foreign Stock Pledge, duly executed by all parties thereto, together with all original certificates representing the shares of Stock pledged thereunder along with Stock powers with respect thereto endorsed in blank, and other documents or instruments contemplated thereby and (ii) an opinion of Italian counsel to Borrowers as to such Foreign Stock Pledge and such other matters as Agent may reasonably request. (e) Within 30 days after the Amendment Effective Date a Deposit Account Control Agreement relating Closing Date, deliver to Agent consolidated and consolidating financial statements of Parent and its Subsidiaries for their fiscal year ended June 30, 2005, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (i) ”going concern” or like qualification or exception, (ii) qualification or exception as to the Pledged Accountscope of such audit, or (iii) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item) by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management), with such financial statements being materially consistent, as determined by Agent, with the preliminary set of such financial statements previously provided by Parent to Agent. (f) On or before November 30, 2005, deliver to Agent either (i) a Collateral Access Agreement, in form and substance reasonably satisfactory to the Administrative Agent, shall have been executed with respect to Borrowers’ facility located at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx (the “Wilshire Facility”) or (ii) evidence, in form and delivered by substance satisfactory to Agent, of the parties thereto. Any breach closure of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreement, as amended by this AmendmentWilshire Facility and the Borrowers’ and Guarantors’ having vacated such premises.

Post-Closing Requirements. (a) Within 45 days after the Amendment Effective Date On or before June 29, 2011, Borrower (itogether with Intercompany Borrowers) and Senior Lender will take such steps, in Senior Lender’s reasonable discretion, to effectuate (and to cause Intercompany Borrowers to effectuate) the Borrower shall provide evidence reasonably acceptable to the Administrative Agent that it has transferred its fee interests (collectively, the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Administrative Agent.SVB Restructuring; (b) Within 30 twenty-one (21) days after of the Amendment Effective Date a Deposit Account Control Agreement relating Initial Closing Date: (i) with respect to PEIRL, the registration of the security interest with respect to the Pledged Account, in form and substance reasonably satisfactory to the Administrative Agent, Secured Intercompany Note with Companies Registration Office of Ireland shall have been filed, and (ii) (ii) with respect to PELTD and EMEA, the registration of the security interest with respect to the Secured Intercompany Note with Companies House Registration Office in the United Kingdom shall have been filed (together, the “Required Foreign Filings”); (c) Within fourteen (14) days of Initial Closing Date: (i) Borrower shall have delivered to Purchaser duly executed and delivered signature pages to a landlord’s consent in favor of Purchaser for 0000 Xxxxxxxx Xxxxx, Xxxxx 000, XxXxxx, Xxxxxxxx 00000 by the parties respective landlord thereof, together with the duly executed original signatures thereto. Any breach of this Section 14 ; (ii) Borrower shall have delivered to Purchaser (or Senior Lender, as applicable in accordance with the Intercreditor Agreement), all certificated securities which are required to be an immediate Event of Default under pledged pursuant to the Existing Credit Pledge Agreement, as amended together with stock powers executed in blank in favor of Purchaser; (iii) Borrower shall have delivered to Purchaser duly executed signature pages to the Subordination Agreement for each of the following Existing Subordinated Noteholders: (i) the Spitfire Fund, L.P., (ii) Saunwin Domestic Equities Fund, LLC, and (iii) Xxxxxxx Xxxxx & Co. Cust. FBO Xxxxxx X. Xxxxx, Xx. XXX; provided that, solely with respect to the Subordination Agreements for the Spitfire Fund, L.P. and Saunwin Domestic Equities Fund, LLC, such fourteen (14) day deadline may be extended by this AmendmentPurchaser in its reasonable discretion.

Post-Closing Requirements. The obligation of Lender to make any Advance under the Revolving Facility is subject to the Borrower taking, in the sole judgment of Lender, the actions identified below by the dates indicated. (a) Within 45 No later than two (2) Business Days following the Closing Date, Borrower shall deliver to Lender both Xxxxxxx and X. Xxxxxxx Group, Inc.’s executed acknowledgement to the collateral assignment of the Xxxxxxx Agreement to Lender; (b) No later than sixty (60) calendar days after following the Amendment Effective Date Closing Date, Borrower shall deliver to Lender fully executed copies of each of the following: (i) a deposit account control agreement with respect to each of the deposit accounts numbered 4121395925, 9600083922 (or such deposit account as replaces this deposit account) and 9600083937 (or such deposit account as replaces this deposit account) which accounts are maintained with Xxxxx Fargo Bank, National Association; and (ii) a Lockbox Agreement with respect to the Lockbox Account numbered 4121395917 which account is maintained with Xxxxx Fargo Bank, National Association; (c) No later than sixty (60) calendar days following the Closing Date, Borrower shall deliver to Lender evidence that Xxxxx Fargo Bank, National Association account number 4121395933 has been closed; (d) No later than sixty (60) calendar days following the Closing Date, Borrower shall deliver to Lender a waiver/consent from the owner/lessor of 00 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx Xxxx, XX 00000; (e) No later than sixty (60) calendar days following the Closing Date, Borrower shall deliver to Lender a warehouseman or bailee letter for each location for which such a letter is required to be delivered by the terms and conditions of this Agreement; (f) No later than sixty (60) calendar days following the Closing Date, Borrower shall provide evidence reasonably acceptable to the Administrative Agent that it has transferred its fee interests Lender (collectively, the “Post-Closing Transfers”i) in the Unencumbered Assets known a specific endorsement to Borrower’s liability insurance policy naming Lender as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx additional insured thereunder and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) a specific endorsement to Borrower’s property insurance policy naming Lender as lender’s loss payable thereunder; and (g) No later than 365 calendar days following the administrative agent under the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi)Closing Date, (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and Borrower shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blankLender, all evidence in form and substance reasonably acceptable to the Administrative Agent. (b) Within 30 days after the Amendment Effective Date a Deposit Account Control Agreement relating to the Pledged Account, in form and substance reasonably satisfactory to Lender of the Administrative Agent, shall have been executed dissolution of each of CCA Online Industries and delivered by the parties thereto. Any breach of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreement, as amended by this AmendmentCCA Cosmetics.

Post-Closing Requirements. (a) Within 45 days after the Amendment Effective Date (i) the Borrower shall provide evidence reasonably acceptable to the Administrative Agent that it has transferred its fee interests (collectively, the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 092 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 001 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 xxd 103 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to xx Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement Administrative Agent shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement Administrative Agent certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Administrative Agent. (b) Within 30 days after the Amendment Effective Date a Deposit Account Control Agreement relating to the Pledged Account, in form and substance reasonably satisfactory to the Administrative Agent, shall have been executed and delivered by the parties thereto. Any breach of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreement, as amended by this Amendment.

Post-Closing Requirements. (ai) Within 45 10 days after the Amendment Effective Date (i) Date, deliver to Collateral Agent all original certificates representing the Borrower shall provide evidence reasonably acceptable to shares of Capital Stock pledged under the Administrative Agent that it has transferred its fee interests (collectively, the “Post-Closing Transfers”) Security Agreement along with Capital Stock powers with respect thereto endorsed in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), blank. (ii) Within 20 days after the administrative agent under the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi)Effective Date, (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Collateral Agent (x) a Guaranty Supplement landlord waiver, duly executed and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions delivered by each party thereto and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable satisfactory to the Administrative Collateral Agent, with respect to each of the following locations and Persons: (i) 0000 Xxxxx Xxxxxx, Chatsworth, CA; (ii) N49 X00000 Xxxxxxxx Xxxxx, Menomonee Falls, WI; (iii) N50 X00000 Xxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, XX; (iv) W136 X0000 Xxxxxxxx Xxxxx, Menomonee Falls, WI; and (v) MTI Electronics, Inc.. (iii) Within 20 days after the Effective Date, deliver to Collateral Agent: (A) a Foreign Pledge Agreement, duly executed and delivered by Borrower, and (B) an opinion of Italian counsel to Borrower as to such Foreign Pledge Agreement and such other matters as Collateral Agent may reasonably request. (biv) Within 20 days after the Effective Date, deliver to Collateral Agent a joinder to the Intercompany Subordination Agreement substantially in the form of Exhibit J-1, duly executed and delivered by each party thereto. (v) On or before November 30, 2005, deliver to Collateral Agent either (i) a Collateral Access Agreement, in form and substance satisfactory to Collateral Agent, with respect to the Loan Parties’ facility located at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx (the “Wilshire Facility”) or (ii) evidence, in form and substance satisfactory to Collateral Agent, of the closure of the Wilshire Facility and the Loan Parties’ having vacated such premises. (vi) Within 30 days after the Amendment Effective Date a Deposit Account Control Agreement relating Date, deliver to each Agent consolidated and consolidating financial statements of Borrower and its Subsidiaries for their Fiscal Year ended June 30, 2005, audited by independent certified public accountants reasonably acceptable to each Agent and certified, without any qualifications (including any (i) “going concern” or like qualification or exception, (ii) qualification or exception as to the Pledged Accountscope of such audit, in form and substance reasonably satisfactory or (iii) qualification which relates to the Administrative treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item) by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management), with such financial statements being materially consistent, as determined by each Agent, shall have been executed and delivered with the preliminary set of such financial statements previously provided by the parties thereto. Any breach of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreement, as amended by this AmendmentBorrower to each Agent.

Post-Closing Requirements. (a) Within 45 days after Borrower shall take all necessary actions to satisfy the Amendment Effective Date following within the applicable periods of time set forth below: (i) As soon as practicable following the Restatement Effective Date, but in any event prior to June 22, 2017, if any of the counsel that delivered mortgage enforceability opinions as of the Original Closing Date shall determine that an amendment to the Mortgage recorded in such counsel’s jurisdiction is required as a result of this Agreement or as otherwise reasonably determined by the Lenders that such amendment to the Mortgage is desirable to evidence, confirm, perfect and maintain the Liens (and priority thereof) securing or intended to secure the obligations of Borrower and the rights of Lender under the Loan Documents, Borrower shall provide evidence have executed and delivered to Lender each such amendment, and such counsel shall have executed and delivered a mortgage enforceability opinion in the same form and substance as delivered on the Original Closing Date; (ii) As soon as practicable following the Restatement Effective Date, but in any event prior to June 22, 2017, Borrower shall deliver or cause to be delivered, at Borrower’s sole cost and expense, a date-down endorsement to each of the Title Policies for each or the Properties (or if no such endorsement is available in a particular jurisdiction, if requested by Lender, a new title policy), and in connection therewith, Borrower shall have provided current owners affidavits to bring down coverage for mechanics lien and parties in possession, so that such date-down endorsements do not include general exceptions for mechanics’ liens and parties in possession; (iii) As soon as practicable following the Restatement Effective Date, but in any event prior to June 22, 2017, Borrower shall use reasonable best efforts to cause reliance letters for each of the Updated Environmental Reports to be executed and delivered by the consultant who prepared such Updated Environmental Report in a form and substance reasonably acceptable to the Administrative Agent that it has transferred its fee interests (collectivelyLenders, the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory addressed to the Administrative AgentLenders; and (iv) Within ten (10) Business Days following the Restatement Effective Date, (iii) each Designated Transferee Borrower shall establish a new account at Xxxxx Fargo Bank, NA, Bank of America, N.A. or such other bank as shall be reasonably acceptable to Lender and execute and deliver to the Administrative Agent (x) Lender a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all deposit account control agreement in form and substance reasonably acceptable to the Administrative Agent. Lenders to create a perfected security interest in the Account Collateral (bas may be amended, restated, supplemented or otherwise modified from time to time, the “Deposit Account Control Agreement”); provided, however, the deadline set forth in this clause (iii) Within 30 days after shall be extended automatically to the Amendment Effective Date a extent the failure to enter into such Deposit Account Control Agreement relating by such date is due to any delay on the Pledged Accountpart of the Lender, in form and substance reasonably satisfactory to the Administrative Agent, or the account bank so long as Borrower is diligently pursuing such account bank to execute such Deposit Account Control Agreement. The failure of Borrower to satisfy the requirements in foregoing (x) clauses (i), (ii) and (iii) prior to June 22, 2017 and (y) clause (iv) prior to the date which is ten (10) Business Days following the Restatement Effective Date (subject to the proviso in such clause (iv)), in each case, shall have been executed and delivered by the parties thereto. Any breach of this Section 14 shall be constitute an immediate and automatic Event of Default under the Existing Credit Agreement, as amended by this AmendmentDefault.

Post-Closing Requirements. (a) Within 45 The Borrower shall not later than forty-five (45) days after the Fourth Amendment Effective Date (ior such later date as Administrative Agent may determine in its reasonable discretion or such later date required due to the Borrower’s inability to comply as a result of any action (or failure to act) of the Borrower shall provide evidence reasonably acceptable Administrative Agent), deliver or cause to be delivered to the Administrative Agent that it has transferred its fee interests the following items with respect to each Mortgaged Real Property (collectively, other than the Mortgaged Real Property commonly known as “Borgata Hotel Casino and Spa” (the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated TransfereesBorgata”), (ii) the administrative agent under the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Administrative Agent: (i) an amendment to each of the Mortgages encumbering a Mortgaged Real Property that, among other things, adds the Fourth Amendment Refinancing Term A Commitments, Fourth Amendment Increase Revolving Commitments and the Fourth Amendment Increase Term A Commitments to the obligations secured by such Mortgage (the “Mortgage Amendments”), each duly executed and delivered by a Responsible Officer of each Loan Party thereto and in form suitable for filing and recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable; (ii) endorsements to the title insurance policies relating to such Mortgages in form and substance reasonably acceptable to the Administrative Agent (it being acknowledged that the aggregate amount of the coverage of such policies shall not be increased due to the aggregate amount of Loans and Commitments under the Amended Credit Agreement being increased pursuant to this Fourth Amendment); and (iii) opinions of counsel in customary form and substance from local counsel in each state where a Mortgaged Real Property is located covering the enforceability, due authorization, execution and delivery of the relevant Mortgage Amendments and any other opinions reasonably requested by Administrative Agent. (b) Within 30 days The Borrower agrees to pay all fees, costs and expenses incurred in connection with the preparation, execution, filing and recordation of the Mortgage Amendments, including, without limitation, reasonable attorneys’ fees, title insurance premiums, filing and recording fees, title insurance company coordination fees, documentary stamp, mortgage and intangible taxes, if any, and title search charges and other charges incurred in connection with the recordation of the Mortgage Amendments and the other matters described in this Section 8. (c) The Borrower, each of the other Loan Parties, the Lenders party hereto and the Administrative Agent hereby acknowledge and agree that, notwithstanding that the Mortgage encumbering the Borgata (the “Borgata Mortgage”) is not being amended by a Mortgage Amendment, the Borgata Mortgage will, from and after the Fourth Amendment Effective Date a Deposit Account Control Date, secure all of the Obligations (as such term is defined in the Amended Credit Agreement relating to and including, without limitation, the Pledged AccountFourth Amendment Refinancing Term A Commitments, in form the Fourth Amendment Increase Revolving Commitments and substance reasonably satisfactory to the Administrative Agent, shall have been executed and delivered by the parties thereto. Any breach of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreement, as amended by this AmendmentFourth Amendment Increase Term A Commitments).

Post-Closing Requirements. Notwithstanding any provision herein or in any other Loan Document to the contrary, to the extent not actually delivered on or prior to the Restatement Effective Date, the Borrowers shall take such actions set forth below by the times specified below with respect to such actions, or such later time as the U.S. Administrative Agent may agree in its reasonable discretion. All conditions precedent, covenants and representations and warranties contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described below within the time periods required by this Section 8.14, rather than as elsewhere provided in the Loan Documents). (a) Within 45 90 days after of the Amendment Restatement Effective Date (i) the Borrower shall provide evidence reasonably acceptable to Date, the Administrative Agent that it has transferred its fee interests (collectively, the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement Agents shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) results of a reasonably satisfactory field examination and (ix) appraisal for each of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee U.S. Parent Borrower and shall have determined that each Designated Transferee has opted-its Subsidiaries and the assets acquired in to Article 8 of connection with the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Administrative Agent.Nexeo Acquisition; (b) Within 90 days of the Restatement Effective Date, the Administrative Agents shall have received, subject to the Intercreditor Agreement, the certificates (if any) representing the Capital Stock acquired in connection with the Nexeo Acquisition that constitutes Collateral, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent of the applicable issuer thereof; and (c) Within 120 days of the Restatement Effective Date, the Borrowers shall have complied with Section 8.13(a)(iii) with respect to Accounts acquired in connection with the Nexeo Acquisition to the extent required thereby. (d) Within 120 days of the Restatement Effective Date, the Borrowers shall have complied with Section 8.13(a)(iii) with respect to the Concentration Accounts or shall have otherwise designated new Concentration Accounts to replace such accounts as Concentration Accounts in order to comply with Section 8.13(a)(iii) (or such other arrangements reasonably satisfactory to the Administrative Agents). (e) Within 30 days after of the Amendment Restatement Effective Date a Deposit Account Control Agreement relating Date, the Borrowers shall have delivered to the Pledged AccountAdministrative Agent insurance endorsements with respect to liability or property insurance policies as required by Section 8.3. (f) Within 7 days of the Restatement Effective Date, the Administrative Agents shall have received an executed Quebec legal opinion of Blake, Xxxxxxx and Xxxxxxx LLP, counsel to the Canadian Borrower and the Canadian Guarantors. (g) Within 30 days of the Restatement Effective Date, the Canadian Loan Parties shall use commercially reasonable efforts to deliver, or cause to be delivered, to the Agents, an estoppel or no-interest letter, in each case in form and substance reasonably satisfactory to the Administrative AgentAgents, shall have been executed and delivered by from each of the following secured parties thereto. Any breach in respect of this Section 14 shall be an immediate Event each of Default under the Existing Credit Agreement, as amended by this Amendment.following registrations: Xxxxx Fargo Equipment Finance Company Nexeo Solutions Canada Corp. 714958461 20160322 1437 5064 9088 714918474 20160321 1436 5064 9005 GE VFS Canada Limited Partnership Nexeo Solutions Canada Corp. 692995725 20140107 1341 5064 4997

Post-Closing Requirements. The Borrowers shall, and shall cause each applicable Credit Party to, within one hundred twenty (120) days after the Closing Date, deliver to the Collateral Agent (and with respect to the Mortgages referenced in this Section 9.17(a), to record) each of the following (unless such 120 day period is extended by the Administrative Agent in its reasonable discretion): (a) Within 45 days after the Amendment Effective Date (i) the Borrower shall provide evidence reasonably acceptable to the Administrative Agent that it has transferred its fee interests (collectively, the “Post-Closing Transfers”) a Mortgage in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) favor of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of Collateral Agent encumbering the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agentfee, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (leasehold or other interest, as the case may be, in each Mortgaged Property, duly executed and acknowledged by the Borrowers or applicable Credit Party that is the owner or holder of the fee, leasehold or other interest constituting each such Mortgaged Property, in form for recording in the appropriate recording office of the political subdivision where such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof and such financing statements and other similar statements as are contemplated in respect of each such Mortgage by the local counsel opinion referred to in subparagraph (v) with respect thereto executed below, and any other instruments necessary to grant the interests purported to be granted by each such Mortgage under the laws of any applicable jurisdiction, which Mortgages and financing statements and other instruments shall be effective to create a Lien on such Mortgaged Property in blankfavor of the Collateral Agent for the benefit of the Secured Parties, subject to Permitted Collateral Liens; provided that Mortgages shall not be recorded in any states that the Administrative Agent and the Borrowers agree that there are limits on the ability to record, or that there is an unreasonable administrative burden in connection with, commercial revolving credit Mortgages; (b) certificates of insurance (excluding evidence of flood insurance) covering the Mortgaged Property, which certificates reflect the Collateral Agent for the benefit of the Secured Parties, as additional insured and loss payee, as applicable, and mortgagee, all in form and substance reasonably acceptable to the Administrative Agent.; (bc) Within 30 days after the Amendment Effective Date a Deposit Account Control Agreement relating checks or wire transfers to the Pledged Accounttitle insurance company in respect of amounts in payment of required mortgage recording taxes, recording costs and other fees and charges due in form respect of or in connection with the execution, delivery or recording of the Mortgages (other than in New York, Alabama and substance reasonably satisfactory Virginia), financing statements and other instruments contemplated by clause (a) of this Section 9.17; (d) copies of all Leases (as defined in the Mortgages) and memoranda of leases with respect to each Mortgaged Property with respect to which a Borrower or any Credit Party holds a leasehold interest; and (e) opinions of counsel for the Borrowers and the Subsidiary Guarantors regarding due authorization, execution, delivery and enforceability of the Mortgages. Neither the Borrowers nor any Credit Party shall be required to obtain any title insurance with respect to any Mortgaged Properties. Each Lender agrees that neither the Administrative Agent, Collateral Agent, the Lead Arrangers, the Joint Bookrunners, the Borrowers (and their Subsidiaries) nor any of their officers, directors, agents, attorneys or other representatives shall have been executed and delivered any liability to any Lender as a result of the foregoing. Notwithstanding the foregoing, no mortgages will be granted by the parties thereto. Any breach of this Section 14 shall Borrowers or applicable Credit Party if third party consents are required nor will Mortgages be an immediate Event of Default recorded in states (a) with a significant mortgage recording tax such as Alabama, Kansas, Virginia and New York (to the extent that they are not recorded under the Existing Secured Notes Indenture or the Revolving Credit Agreement) unless the Fixed Charge Coverage Ratio for the last Test Period at the end of which Section 9.1 Financials were required to have been delivered falls below 1.75. Each Credit Party shall cause, as amended by this Amendmentwithin 60 days, such Mortgages to be recorded upon the Fixed Charge Coverage Ratio falling below 1.75 for the last Test Period at the end of which Section 9.1 Financials were required to be delivered.

Post-Closing Requirements. (a) Within 45 At the request of the Administrative Agent, within 60 days after the Fifth Amendment Effective Date (i) the Borrower shall provide evidence reasonably or such later date as may be acceptable to the Administrative Agent that it has transferred in its fee interests (collectivelysole discretion), the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement US Borrower shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory deliver to the Administrative Agent: (i) an amendment to each existing First-Lien Mortgage, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Administrative Agent; (ii) an opinion of counsel in each state where each First-Lien Mortgage amendment is to be recorded, in form and substance and from counsel reasonably acceptable to the Administrative Agent; and (iii) a title search confirming that each existing First-Lien Mortgage, as amended, is a first priority Lien on the property encumbered thereby, subject to Permitted Liens. (b) Within 30 days after The US Borrower agrees that, if it has made a Spectrum Sale Pro Forma Ratio Test Election and/or a Spectrum Sale Pro Forma Gross Debt Reduction Election for purposes of satisfying the Amendment Effective Date a Deposit Account Control Agreement relating condition set forth in Section 4(a)(vii)(I)(y), then, notwithstanding anything to the Pledged Accountcontrary contained in Section 2.13(b) of the Credit Agreement (including the rights of reinvestment thereunder), upon receipt of the Net Cash Proceeds from any Spectrum Transaction, it shall promptly (i) in form and substance reasonably satisfactory the case of a Spectrum Sale Pro Forma Ratio Test Election, apply (or cause the applicable Restricted Subsidiary to promptly apply) such Net Cash Proceeds up to the Administrative AgentApplicable Specified Spectrum Amount for such Spectrum Transaction to the prepayment and/or redemption, at the option of the US Borrower, of Term Loans (in accordance with the requirements of Section 2.12 of the Credit Agreement), New Senior Notes, Senior Secured Notes and/or Additional Senior Secured Notes and (ii) in the case of a Spectrum Sale Pro Forma Gross Debt Reduction Election, apply (or cause the applicable Restricted Subsidiary to promptly apply) such portion of such Net Cash Proceeds up to the Applicable Specified Spectrum Amount for such Spectrum Transaction as is necessary (if any) to cause the Gross Debt of the US Borrower and its Restricted Subsidiaries to be at least $750,000,000 less than the Reference Date Gross Debt (it being understood that, (A) in no event shall have been executed the US Borrower be required to apply Net Cash Proceeds from Spectrum Transactions as required by clauses (b)(i) and delivered by (b)(ii) above in an amount greater than the parties thereto. Any breach aggregate of all Applicable Specified Spectrum Amounts and (B) if a particular Spectrum Transaction is used to make both a Spectrum Sale Pro Forma Ratio Test Election and a Spectrum Sale Pro Forma Gross Debt Reduction Election, then the Net Cash Proceeds from such Spectrum Transaction otherwise required to be applied as provided above may be applied concurrently to satisfy the requirements of clauses (b)(i) and (b)(ii) above (e.g., if the Applicable Specified Spectrum Amount for such Spectrum Transaction to be applied for purposes of clause (b)(i) is $100,000,000 and the Applicable Specified Spectrum Amount for such Spectrum Transaction to be applied for purposes of clause (b)(ii) is $100,000,000, then only $100,000,000 (and not $200,000,000) shall be required to be applied pursuant to the foregoing provisions of this Section 14 5(b); however, if the Applicable Specified Spectrum Amount for such Spectrum Transaction to be applied for purposes of clause (b)(i) is $100,000,000 and the Applicable Specified Spectrum Amount for such Spectrum Transaction to be applied for purposes of clause (b)(ii) is $50,000,000, then $100,000,000 (and not $150,000,000) shall be an immediate Event required to be applied pursuant to the foregoing provisions of Default under this Section 5(b)). For the Existing avoidance of doubt, following the application of any Net Cash Proceeds from any Spectrum Transaction pursuant to this Section 5(b), the US Borrower shall comply with any applicable requirements of Section 2.13(b) of the Credit AgreementAgreement with respect to such Spectrum Transaction, as amended by this Amendmentto the extent constituting a Prepayment Asset Sale.

Post-Closing Requirements. (a) Within 45 As soon as reasonably practical, but in no event later than 30 days after following the Amendment Effective Closing Date (ior such longer period as may be agreed by the Administrative Agent in its sole discretion), (a) the Borrower shall provide evidence reasonably acceptable deliver to the Administrative Agent that it has transferred its fee interests (collectivelyi) an executed Instrument of Assumption and Joinder, and the “Post-Closing Transfers”organizational documents and resolutions and certificates required by Section 4.1(a) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxxhereof, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to from Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”)Entertainment Limited, (ii) confirmation that the administrative agent under Borrower has notified Hiscox Insurance Company Inc. (the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix“E&O Insurer”) of the Existing Credit Agreement Acquisition and that the Borrower has either confirmed with the E&O Insurer that Policy No. US UUA 2614862.11 (as amended pursuant to Section 1 of this Amendmentthe “E&O Policy”) relating to each Designated Transferee remains in full force and effect following the Acquisition (and Borrower has taken any additional action required by the E&O Insurer in connection therewith) or, if the E&O Insurer has disaffirmed Borrower’s coverage under the E&O Policy, Borrower shall have determined that each Designated Transferee has opted-procured a replacement policy providing (at a minimum) substantially similar coverage, (iii) evidence from Companies House, in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner form and substance satisfactory to the Administrative Agent, that Proscenium Pictures Ltd. has filed its 2010 annual report and is in good standing as a corporation organized under the laws of England and Wales, and (iiiiv) the certificated membership interests of the Borrower owned by LGAC, together with an undated stock power, executed in blank, and (b) use commercially reasonable efforts to deliver, with respect to each Designated Transferee Picture acquired, or for which principal photography commenced, after the Original Closing Date but prior to the Closing Date, an intercreditor agreement (on terms satisfactory to the Agent) with each guild that has been granted a Lien which is pari passu or senior to the Lien granted to the Administrative Agent with respect to each such Picture; provided that for any acquired Picture, such an intercreditor agreement shall execute and only be required if the acquisition price was greater than $15,000,000. (b) If at any time on or after the date that is 30 days after the Closing Date, the LGAC 1 Account shall have a cash balance in excess of $1,000, promptly deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate fully-executed Account Control Agreement in favor of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver with respect to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Administrative AgentLGAC 1 Account. (b) Within 30 days after the Amendment Effective Date a Deposit Account Control Agreement relating to the Pledged Account, in form and substance reasonably satisfactory to the Administrative Agent, shall have been executed and delivered by the parties thereto. Any breach of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreement, as amended by this Amendment.

Post-Closing Requirements. (a) Within 45 ninety (90) days after the Third Amendment and Restatement Effective Date (i) the Borrower shall provide evidence reasonably acceptable to Date, unless waived or extended by the Administrative Agent that it has transferred in its fee interests (collectivelysole discretion, the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement Administrative Agent shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement a completed Perfection Certificate (as amended pursuant to Section 1 of this Amendmentdefined in the Security Agreement) relating with respect to each Designated Transferee Credit Party (and such Perfection Certificate shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner be reasonably satisfactory to the Administrative Agent) dated the Third Amendment and Restatement Effective Date and signed by an executive officer of such Credit Party, together with all attachments contemplated thereby, including copies of the searches received by the Borrower pursuant to Section 5(b). (iiib) each Designated Transferee shall execute Within one hundred twenty (120) days after the Third Amendment and deliver to Restatement Effective Date, unless waived or extended by the Administrative Agent (x) in its sole discretion, with respect to each real property encumbered by a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to Mortgage, the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver have received, with respect to the administrative agent under existing Mortgages, the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the following, in each case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Administrative Agent.: (bi) Within 30 days after the Amendment Effective Date a Deposit Account Control Agreement relating an amendment to the Pledged Accountexisting Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Credit Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law; (ii) a favorable opinion, addressed to the Administrative Agent and the Secured Parties (as defined in the Security Agreement) covering, among other things, the due authorization, execution, delivery and enforceability of the applicable Mortgage as amended by the Mortgage Amendment (such opinion may take assumptions for any matters addressed in the local counsel opinion originally delivered in connection with the Mortgage); (iii) a date down endorsement to the existing title policy, which shall be in form and substance reasonably satisfactory to the Administrative AgentAgent and reasonably assure the Administrative Agent as of the date of such endorsement that the real property subject to the lien of such Mortgage is free and clear of all defects and encumbrances except those Liens permitted under such Mortgage (for the avoidance of doubt, for title policies related to real property in Texas, the form T-38 endorsement and a title search shall satisfy this requirement); (iv) evidence of payment by the Borrower of all search and examination charges escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above; and (v) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to the title policy contemplated in this Section 6(b) and evidence of payment of all applicable title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the issuance of the endorsement to the title policy contemplated in this Section 6(b). (c) Within thirty (30) days after the Third Amendment and Restatement Effective Date, unless waived or extended by the Administrative Agent in its sole discretion, the Administrative Agent shall have been executed and delivered received a certificate of good standing or equivalent for Central Arizona Home Health Care, Inc., from its jurisdiction of incorporation, certified as of a recent date by the parties thereto. Any breach of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreement, as amended by this Amendmentappropriate Governmental Authority.

Post-Closing Requirements. (a) Within 45 days after the Amendment Effective Date (i) the Borrower shall provide evidence reasonably acceptable to the Administrative Agent that it has transferred its fee interests (collectivelyThe Borrowers shall, the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that cause each Designated Transferee has opted-in applicable Loan Party to, on or prior to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative AgentSeptember 30, (iii) each Designated Transferee shall execute and 2013, deliver to the Administrative Agent (xand with respect to the Mortgages referenced in this §9.19, to record to the extent required) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% each of the direct Equity Interests in each Designated Transferee shall execute and deliver to following (unless such period is extended by the Administrative Agent Pledge Agreement Supplements in its reasonable discretion): (as defined i) a Mortgage in favor of the Pledge Agreement) and shall deliver to Administrative Agent encumbering the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (fee, leasehold or other interest, as the case may be, in each Mortgaged Property, duly executed and acknowledged by the Borrowers or applicable Loan Party that is the owner or holder of the fee, leasehold or other interest constituting each such Mortgaged Property, in form for recording in the appropriate recording office of the political subdivision where such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof and such financing statements and other similar statements as are contemplated in respect of each such Mortgage by the local counsel opinion referred to in subparagraph (v) with respect thereto executed below, and any other instruments necessary to grant the interests purported to be granted by each such Mortgage under the laws of any applicable jurisdiction, which Mortgages and financing statements and other instruments shall be effective to create a Lien on such Mortgaged Property in blankfavor of the Administrative Agent for the benefit of the Secured Parties, subject to Permitted Liens; provided that Mortgages shall not be recorded in any states that the Administrative Agent and the Borrowers agree that there are limits on the ability to record, or that there is an unreasonable administrative burden in connection with, commercial revolving credit Mortgages; (ii) certificates of insurance covering the Mortgaged Property, which certificates reflect the Administrative Agent for the benefit of the Secured Parties, as additional insured and loss payee, as applicable, and mortgagee, all in form and substance reasonably acceptable to the Administrative Agent; (iii) checks or wire transfers to the title insurance company in respect of amounts in payment of required mortgage recording taxes, recording costs and other fees and charges due in respect of or in connection with the execution, delivery or recording of the Mortgages (other than in Recording Tax States unless required by the last sentence of this §9.19), financing statements and other instruments contemplated by clause (a)(i) of this §9.19; (iv) copies of all Leases (as defined in the Mortgages) and memoranda of leases with respect to each Mortgaged Property with respect to which a Borrower or any Loan Party holds a leasehold interest; and (v) upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to other matters as the Administrative Agent may reasonably request. Neither the Borrowers nor any Loan Party shall be required to obtain any title insurance or surveys with respect to any Mortgaged Properties identified on Schedule 7(a) of the Perfection Certificate, Canadian Perfection Certificate or any Perfection Certificate Supplement as track assets. Each Lender agrees that neither the Administrative Agent, the Co-Lead Arrangers, the Borrowers (and their Subsidiaries) nor any of their officers, directors, agents, attorneys or other representatives shall have any liability to any Lender as a result of the foregoing. Notwithstanding the foregoing, no Mortgage will be granted by a Loan Party if third party consent would be required for such Mortgage nor will Mortgages be recorded in Recording Tax State unless the Total Leverage Ratio for the last four fiscal quarters at the end of which financial statements under §9.4 were required to have been delivered rises above the then applicable Total Leverage Ratio set forth in §11.1 minus 0.25, and the Administrative Agent shall have provided notice of its intent to record such Mortgages at least five Business Days in advance of such recording, at which time each Loan Party shall cause, within 60 days, such Mortgages to be recorded. (b) Within 30 days after The Borrowers shall, and shall cause each applicable Loan Party to deliver each of the Amendment Effective Date a Deposit Account Control Agreement relating to items listed on Schedule 9.19 within the Pledged Account, in form and substance reasonably satisfactory to time periods provided therein (unless such time period is extended by the Administrative Agent, shall have been executed and delivered by the parties thereto. Any breach of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreement, as amended by this AmendmentAgent in its reasonable discretion).

Post-Closing Requirements. (a) Within 45 60 days after the Amendment Effective Closing Date (i) the Borrower shall provide evidence reasonably or such later date as is acceptable to the Administrative Agent that it has transferred in its fee interests (collectivelysole discretion), the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement Borrower shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory deliver to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Administrative Agent. (b) Within 30 days after the Amendment Effective Date a Deposit Account Control Agreement relating to the Pledged Account, in form and substance reasonably satisfactory to the Administrative Agent, shall have been executed and delivered securities account control agreements as required by the parties thereto. Any breach Security Agreement with respect to the material pledged securities accounts described therein and duly executed by the appropriate parties. (b) Within 270 days after the Closing Date (or such later date as is acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, deposit account control agreements as required by the Security Agreement with respect to the material pledged deposit accounts described therein and duly executed by the appropriate parties. (c) Within 60 days after the Closing Date (or such later date as is acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, (i) Mortgages with respect to substantially all real property owned by the Loan Parties as of this Section 14 December 31, 2009 (other than any such real property that has been Disposed of since such date, but including all real property owned by the Loan Parties that was acquired in the Intra-Coastal Acquisition) and (ii) a favorable opinion of Xxxxx Xxxxx L.L.P., counsel to the Loan Parties and where appropriate, local counsel, addressed to the Administrative Agent and each Lender as to the matters concerning the Mortgages required herein. (d) No later than 60 days (or such longer period permitted by the Administrative Agent in its sole discretion) after the earliest of (i) payment in full of the obligations owed to the bondholders pursuant to the Xxxxxx lease documents regarding the property referred to as the Xxxxxx Plant (collectively, “Xxxxxx Lease Documents”), (ii) the termination or waiver of the prohibition in the Xxxxxx Lease Documents against the creation of any Lien in the trust estate and (iii) May 20, 2011, the Borrower shall be deliver: (i) deed of trust, trust deeds, deed to secure debt, mortgages, leasehold mortgages, leasehold deed of trust, and security agreements, in form reasonably satisfactory to the Administrative Agent and its counsel, and covering the trust estate, the facility and site; and (ii) environmental reports, insurance certificates, title reports, releases and other agreements related to the trust estate and the facility as reasonably requested by the Administrative Agent to, among other things, evidence an immediate Event Acceptable Security Interest in such collateral. (e) To the extent that the Xxxxxx Lease Documents prohibit Crosstex Xxxxxx, LLC from granting a Lien on its interest in the trust estate, the Borrower shall use commercially reasonable effort to obtain the consent of Default under the Existing Credit Agreementbondholders to permit Crosstex Xxxxxx, as amended by this AmendmentLLC to xxxxx x Xxxx on its interest in the trust estate.

Post-Closing Requirements. (a) Within 45 30 days after following the Amendment Effective Closing Date (i) or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion), the Borrower shall provide evidence reasonably acceptable to the Administrative Agent that it has transferred its fee interests (collectively, the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx deliver insurance certificates and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”endorsements contemplated by Section 5.05(c), (ii) the administrative agent under the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable satisfactory to the Administrative Agent. (b) Within 30 days after following the Amendment Effective Closing Date a Deposit Account Control Agreement relating (or such longer period as may be agreed to by the Administrative Agent in its reasonable discretion), each applicable Loan Party shall deliver to the Pledged AccountAdministrative Agent executed versions of Intellectual Property Security Agreements, appropriate for filings with the USPTO and USCO, as applicable, with schedules thereto identifying any Intellectual Property owned by such Loan Party registered with, or subject to a pending published application before, the USPTO or USCO. (c) Within 30 days following the Closing Date (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion), the Borrower shall cause each Material Domestic Subsidiary that is not a Subsidiary Guarantor as of the Closing Date and is not an Excluded Subsidiary to (i) become a party to the Guarantee Agreement, (ii) become a party to the Security Agreement or such other Collateral Document as may be reasonably requested by the Administrative Agent (iii) except as otherwise contemplated in this Agreement or the Collateral Documents, execute and deliver all such other documents and instruments and take such actions to create and perfect the security interests required by the Collateral Documents and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent, in addition to items of the type described in Section 4.01(c) with respect to such subsidiary in form and substance reasonably satisfactory to the Administrative Agent, shall have been executed a customary legal opinion relating to authority of each such Subsidiary to become a party to the Guarantee Agreement and delivered by the parties thereto. Any breach Security Agreement that is organized under the laws of this Section 14 New York or Delaware, which shall be an immediate Event in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Table of Default under the Existing Credit Agreement, as amended by this Amendment.Contents Section 5.13

Post-Closing Requirements. The obligation of Lender to make any Advance under the Revolving Facility or fund the Term Loan is subject to the Borrowers taking, in the sole judgment of Lender, the actions identified below by the dates indicated. (a) Within 45 days after No later than three (3) Business Days following the Amendment Effective Date Closing Date, the Borrowers shall deliver to Lender evidence that all past due amounts owed pursuant to that certain Retirement Pension Plan for Employees of Trans-Lux Corporation and Certain of its Subsidiaries and/or Affiliates, effective January 1, 1945, as amended in the amount of approximately $300,000 have been paid in full; (ib) No later than ten (10) Business Days following the Borrower Closing Date, the Borrowers shall provide evidence reasonably acceptable notice to all Account Debtors to commence redirecting payments from Bankers Trust account number 0000089400 to Enterprise Bank & Trust; (c) No later than fifteen (15) Business Days following the Administrative Agent that it has transferred its fee interests (collectivelyClosing Date, the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement Borrowers shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such PostLender original stock certificates representing Trans-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners Lux’s ownership of 100% of the direct Equity Interests in equity interests of each Designated Transferee of TDC, TMC and TEC; (d) No later than forty-five (45) calendar days following the Closing Date, Lender shall execute and deliver to have performed a collateral audit of Borrowers the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and results of which shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all be in form and substance reasonably acceptable satisfactory to Lender; (e) No later than 60 calendar days following the Closing Date, the Borrowers shall deliver to Lender evidence that the UCC Financing Statement filed with the Iowa Secretary of State by Safe Leasing LLC on July 26, 2010 at File # X10018118-2 has been terminated; (f) No later than 60 calendar days following the Closing Date, Borrower shall provide to Lender (i) a specific endorsement to Borrower’s liability insurance policy naming Lender as additional insured thereunder and (ii) a specific endorsement to Borrower’s property insurance policy naming Lender as lender’s loss payable thereunder; (g) No later than 90 calendar days following the Closing Date, the Borrowers shall deliver to Lender evidence that the depository account at Bankers Trust account number 0000089400 has been closed; (h) No later than 180 calendar days following the Closing Date, the Borrowers shall deliver to Lender evidence of the satisfaction of State Tax Lien against TDC in favor of New York State Department of Taxation and Finance identified by Warrant ID# E-008024172-W001-6; (i) No later than 210 calendar days following the Closing Date, the Borrowers shall deliver to Lender evidence of the dissolution of each of the Dissolving Entities; and (j) Following the Closing Date, the Borrowers shall use commercially reasonable efforts to deliver to Lender evidence of the release of each of the Note and Debenture Subordinated Debt Documents, to the Administrative Agentextent such Note and Debenture Subordinated Debt Documents are released in connection with the tender of the remaining outstanding notes and debentures issued thereunder. (b) Within 30 days after the Amendment Effective Date a Deposit Account Control Agreement relating to the Pledged Account, in form and substance reasonably satisfactory to the Administrative Agent, shall have been executed and delivered by the parties thereto. Any breach of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreement, as amended by this Amendment.

Post-Closing Requirements. The parties agree that the Borrower and Guarantors shall satisfy the following requirements within the time specified below; provided, however, that failure to satisfy each requirement within the time specified therefor shall constitute an Event of Default under the Credit Documents: (a) Within 45 60 days after following the Amendment Effective Date (i) the Borrower shall provide evidence reasonably acceptable to the Administrative Agent that it has transferred its fee interests (collectivelyClosing Date, the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement Bank shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner satisfactory to the Administrative Agent, (iii) each Designated Transferee shall execute and deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Administrative Agent. (b) Within 30 days after the Amendment Effective Date a Deposit Account Control Agreement relating to the Pledged Accountreceived, in form and substance reasonably satisfactory to the Administrative AgentBank: (i) in the case of each leasehold Real Estate of the Borrower or any Guarantor, such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Bank and which, with the use of commercially reasonable efforts, the Borrower and the Guarantors are able to obtain, which estoppel letters shall be in the form and substance reasonably satisfactory to the Bank. (b) Within 90 days following the Closing Date, the Bank shall have been executed received, in form and delivered substance reasonably satisfactory to the Bank: (i) ALTA mortgagee title insurance policies (the "Mortgage Policies"), in amounts not less than the respective appraised amounts of each of the Mortgaged Properties, assuring the Bank that each of the Mortgages creates a valid and enforceable first priority mortgage Lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens and any other defects reasonably acceptable to the Bank, which Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Bank and shall include such endorsements as are reasonably requested by the parties thereto. Any breach Bank. (c) Within 30 days following the Closing Date, the Bank shall have received, in each case in form and substance reasonably satisfactory to the Bank: (i) a legal opinion of this Section 14 special local counsel for each Guarantor oraganized in Canada (which shall be an immediate Event of Default under the Existing Credit Agreementcover among other things, authority, due authorization, enforceability, as amended well as the attachment, perfection and validity of the Liens required by this Amendment.Agreement); (ii) a legal opinion of special local counsel for the Borrower and the Guarantors for each state in which any Mortgaged Property is located; (iii) evidence as to (A) whether any Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "Flood Hazard Property") and (B) 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

Post-Closing Requirements. (a) Within 45 As soon as reasonably practical, but in no event later than 30 days after following the Amendment Effective Closing Date (ior such longer period as may be agreed by the Administrative Agent in its sole discretion), (a) the Borrower shall provide evidence reasonably acceptable deliver to the Administrative Agent that it has transferred its fee interests (collectivelyi) an executed Instrument of Assumption and Joinder, and the “Post-Closing Transfers”organizational documents and resolutions and certificates required by Section 4.1(a) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxxhereof, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to from Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”)Entertainment Limited, (ii) confirmation that the administrative agent under Borrower has notified Hiscox Insurance Company Inc. (the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix“E&O Insurer”) of the Existing Credit Agreement Acquisition and that the Borrower has either confirmed with the E&O Insurer that Policy No. US UUA 2614862.11 (as amended pursuant to Section 1 of this Amendmentthe “E&O Policy”) relating to each Designated Transferee remains in full force and effect following the Acquisition (and Borrower has taken any additional action required by the E&O Insurer in connection therewith) or, if the E&O Insurer has disaffirmed Borrower’s coverage under the E&O Policy, Borrower shall have determined that each Designated Transferee has opted-procured a replacement policy providing (at a minimum) substantially similar coverage, (iii) evidence from Companies House, in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation in a manner form and substance satisfactory to the Administrative Agent, that Proscenium Pictures Ltd. has filed its 2010 annual report and is in good standing as a corporation organized under the laws of England and Wales, and (iiiiv) the certificated membership interests of the Borrower owned by LGAC, together with an undated stock power, executed in blank, and (b) use commercially reasonable efforts to deliver, with respect to each Designated Transferee Picture acquired, or for which principal photography commenced, after the Original Closing Date but prior to the Closing Date, an intercreditor agreement (on terms satisfactory to the Agent) with each guild that has been granted a Lien which is pari passu or senior to the Lien granted to the Administrative Agent with respect to each such Picture1; provided that for any acquired Picture, such an intercreditor agreement shall execute and only be required if the acquisition price was greater than $15,000,000. (b) If at any time on or after the date that is 30 days after the Closing Date, the LGAC 1 Account shall have a cash balance in excess of $1,000, promptly deliver to the Administrative Agent (x) a Guaranty Supplement and (y) a certificate fully-executed Account Control Agreement in favor of a Responsible Officer confirming that immediately following such Post-Closing Transfer the applicable Unencumbered Asset satisfies all Unencumbered Asset Pool Conditions and (iv) the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to the Administrative Agent Pledge Agreement Supplements (as defined in the Pledge Agreement) and shall deliver with respect to the administrative agent under the Revolving Credit Agreement certificated Equity Interests for the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blank, all in form and substance reasonably acceptable to the Administrative AgentLGAC 1 Account. (b) Within 30 days after the Amendment Effective Date a Deposit Account Control Agreement relating to the Pledged Account, in form and substance reasonably satisfactory to the Administrative Agent, shall have been executed and delivered by the parties thereto. Any breach of this Section 14 shall be an immediate Event of Default under the Existing Credit Agreement, as amended by this Amendment.

Post-Closing Requirements. (a) Within 45 Take all actions deemed necessary or advisable by the Administrative Agent such that, within 60 days after of the Amendment Effective Closing Date (or such longer period as may be agreed by the Administrative Agent in its sole discretion): (i) the Borrower Administrative Agent shall provide evidence reasonably acceptable have received, and the title insurance company issuing the policy referred to in clause (iii) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Administrative Agent that it has transferred its fee interests (collectively, and the “Post-Closing Transfers”) in the Unencumbered Assets known as 000 Xxxxxxxxx Xxx Xxxxxxx Xxxxxxxx, 000 Xxxxxxx Xxx & Xxxxxx Xxxxx Xxxx Xxxx and 000 Xxxxxxxxx Xxx Xxx Xxxxxxx Xxxxxxxx to Summit Hospitality 092, LLC, Summit Hospitality 101, LLC and Summit Hospitality 103, LLC, respectively (collectively, the “Designated Transferees”), (ii) the administrative agent under the Revolving Credit Agreement shall have received the items required under subsections 3.01(a)(vi), (vii), (viii) and (ix) of the Existing Credit Agreement (as amended pursuant to Section 1 of this Amendment) relating to each Designated Transferee and shall have determined that each Designated Transferee has opted-in to Article 8 of the Uniform Commercial Code as in effect in the state of its jurisdiction of formation Title Insurance Company in a manner satisfactory to them, dated not more than six months prior to the Closing Date unless the Title Insurance Company has agreed to delete its survey disclosure exception and provide the affirmative coverage and endorsements described in clause (ii) below on the basis of an earlier survey, and such survey shall be prepared by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in on the date of the preparation of the survey and meeting the accuracy requirements as defined therein; (ii) the Administrative Agent shall have received in respect of each Mortgaged Property a mortgagee’s title insurance policy (or policies) or marked up unconditional binder for such insurance. Each such policy shall (A) be in an amount satisfactory to the Administrative Agent; (B) insure that the Mortgage insured thereby creates a valid first Lien on, and security interest in, such Mortgaged Property free and clear of all defects and encumbrances, except for Permitted Liens disclosed therein; (C) name the Administrative Agent for the benefit of the Secured Parties as the insured thereunder; (D) be in the form of ALTA Loan Policy 2006; (E) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request in form and substance acceptable to the Administrative Agent, including, without limitation (iiito the extent applicable with respect to such Mortgaged Property and available in the jurisdiction in which such Mortgaged Property is located), the following: future advance endorsement; variable rate endorsement; survey endorsement; comprehensive endorsement; zoning (ALTA 3.1 with parking added) each Designated Transferee endorsement; first loss, doing business and tie-in endorsement; access coverage; separate tax parcel coverage; contiguity coverage; usury; subdivision; environmental protection lien; and such other endorsements as the Administrative Agent shall execute and deliver reasonably require in order to provide insurance against specific risks identified by the Administrative Agent in connection with such Mortgaged Property, (F) be issued by title companies satisfactory to the Administrative Agent (x) a Guaranty Supplement including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent), and (yG) not include “standard” title exceptions, a certificate survey exception or an exception for mechanics liens. The Administrative Agent shall have received evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and all related expenses, if any, have been paid; (iii) the Administrative Agent shall have received a Responsible Officer confirming that immediately following such Post-Closing Transfer copy of all recorded documents referred to, or listed as exceptions to title in, the applicable Unencumbered Asset satisfies title policy or policies referred to in clause (ii) above and a copy of all Unencumbered Asset Pool Conditions and other material documents affecting the Mortgaged Properties; and (iv) if requested by the owners of 100% of the direct Equity Interests in each Designated Transferee shall execute and deliver to Administrative Agent, the Administrative Agent Pledge Agreement Supplements shall have received (as defined A) a policy of flood insurance that (1) covers any parcel of improved real property that is encumbered by any Mortgage (2) is written in an amount not less than the Pledge Agreement) and shall deliver outstanding principal amount of the indebtedness secured by such Mortgage that is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the administrative agent particular type of property under the Revolving Credit National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not later than the maturity of the indebtedness secured by such Mortgage or that may be extended to such maturity date and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3) of Regulation H of the Board. Notwithstanding anything to the contrary contained in this Agreement certificated Equity Interests for or the applicable Designated Transferees and stock powers and membership interest powers (as the case may be) with respect thereto executed in blankother Loan Documents, all in form representations, warranties, covenants, events of default and substance reasonably acceptable other agreements herein and therein shall be deemed modified to the Administrative Agentextent necessary to permit the taking of the actions described above in this Section 6.15(a) within the time periods required above, rather than as otherwise provided herein or therein; provided, however, that to the extent any representation and warranty would not be true because actions described in this Section 6.15(a) above were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance with Section 6.15(a). (b) Within 15 Business Days (or, if otherwise agreed by the Facility Agents, within 30 days after Business Days) following the Amendment Effective Date a Deposit Account Control Agreement relating Closing Date, if so requested by the Syndication Agent, (i) the Canadian Borrower shall incur replacement term loans denominated in Dollars (the “Canadian Borrower Replacement Term Loans”) from one or more Canadian Term Loan Lenders (or their affiliates) agreeing to provide the same, in an aggregate principal amount equal to the Pledged Accountaggregate Principal Amount of the Canadian Term Loans then outstanding, which Canadian Borrower Replacement Term Loans shall (x) refinance in form full all outstanding Canadian Term Loans and substance reasonably satisfactory to (y) have the Administrative Agentsame terms as the Canadian Term Loans, shall have been executed and delivered by except for the parties thereto. Any breach of this Section 14 currency in which such loans are denominated (which shall be Dollars) and the applicable pricing mechanic (which shall be the Base Rate or the Eurodollar Rate plus the Applicable Margin), and (ii) the Borrowers shall enter into an immediate Event amendment to this Agreement to effect the amendments and modifications required to permit the incurrence of Default under the Existing Credit Agreement, as amended by this AmendmentCanadian Borrower Replacement Term Loans and effect the agreements described in preceding clause (i).