Common use of Post-Closing Clause in Contracts

Post-Closing. (a) Within 90 days after the Closing Date (or such longer period as agreed by the Agent), the Borrower shall deliver or cause to be delivered to the Agent in respect of any Owned Real Property, excluding any Specified Property owned on the Closing Date, (i) a Mortgage, (ii) a “Life-of-Loan” flood determination notice and if such Owned Real Property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or applicable Subsidiary Guarantor and (y) certificates of insurance evidencing the insurance required by Section 5.03(b) in form and substance satisfactory to the Agent, (iii) an ALTA 2006 loan policy of title insurance in an amount reasonably acceptable to the Agent, not to exceed the book value of such Owned Real Property (or unconditional binding commitment therefor to be replaced by a final title policy) insuring the Lien of such Mortgage as a valid mortgage Lien on the Owned Real Property free of any other Liens except for Permitted Liens which policy (or such commitment) shall be issued by a nationally recognized title insurance company and contain such endorsements (excluding the creditor’s rights endorsement), coinsurance and reinsurance as the Agent may reasonably request, (iv) such affidavits as are customarily and reasonably required to induce the title company to issue the title policies contemplated in (iii), (v) evidence reasonably acceptable to the Agent of payment by the Borrower of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (vi) an ALTA survey (or update certificate to an existing ALTA survey together with an affidavit of no change) in a form and substance reasonably acceptable to the Agent, in either case to the extent required by the title insurance company issuing the policy of title insurance required by clause (iii) hereof for deletion of the so called “survey exception” and issue the endorsements reasonably requested by the Agent, (vii) an opinion of counsel to the Borrower or applicable Subsidiary Guarantor opining as to the enforceability of the Mortgages in a form and substance reasonably acceptable to the Agent, (viii) to the extent any lease in respect of greater than 20,000 square feet of demised space under which the Borrower or any Subsidiary Guarantor is the lessor affects any Owned Real Property subject to a Mortgage, Borrower or such applicable Subsidiary Guarantor shall use commercially reasonable efforts to cause such lease to be subordinate to the Lien of the Mortgage to be recorded against such Owned Real Property, either expressly by such lease’s terms or pursuant to a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to the Agent.

Post-Closing. (a) Within 90 sixty (60) days after of the Closing Date (or as such longer time period as agreed may be extended by the AgentAdministrative Agent in its sole discretion), the Borrower shall deliver or cause evidence that adequate insurance, including flood insurance, if applicable, required to be delivered to the Agent maintained under this Agreement is in respect of any Owned Real Propertyfull force and effect, excluding any Specified Property owned on the Closing Date, (i) a Mortgage, (ii) a “Life-of-Loan” flood determination notice with additional insured and if such Owned Real Property is located in a lender loss payable special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or applicable Subsidiary Guarantor and (y) certificates of insurance evidencing the insurance required by Section 5.03(b) endorsements attached thereto in form and substance satisfactory to the Agent, Administrative Agent and its counsel naming the Administrative Agent and the Lenders as additional insureds and the Administrative Agent as lender loss payee; (iiib) an ALTA 2006 loan policy Within ninety (90) days of title insurance the Closing Date (as such time period may be extended by the Administrative Agent in an amount reasonably acceptable to the Agent, not to exceed the book value of such Owned Real Property (or unconditional binding commitment therefor to be replaced by a final title policy) insuring the Lien of such Mortgage as a valid mortgage Lien on the Owned Real Property free of any other Liens except for Permitted Liens which policy (or such commitment) shall be issued by a nationally recognized title insurance company and contain such endorsements (excluding the creditor’s rights endorsementits sole discretion), coinsurance and reinsurance as the Agent may reasonably request, (iv) such affidavits as are customarily and reasonably required to induce the title company to issue the title policies contemplated in (iii), (v) evidence reasonably acceptable to the Agent of payment by the Borrower of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (vi) an ALTA survey (or update certificate to an existing ALTA survey together with an affidavit of no change) in a form and substance reasonably acceptable to the Agent, in either case to the extent if required by the title insurance company issuing the policy of title insurance required by clause (iii) hereof for deletion of the so called “survey exception” and issue the endorsements reasonably requested by the Administrative Agent, (vii) an opinion of counsel to the Borrower or applicable Subsidiary Guarantor opining as to the enforceability of the Mortgages in a form and substance reasonably acceptable to the Agent, (viii) to the extent any lease in respect of greater than 20,000 square feet of demised space under which the Borrower or any Subsidiary Guarantor is the lessor affects any Owned Real Property subject to a Mortgage, Borrower or such applicable Subsidiary Guarantor shall use commercially reasonable efforts to cause deliver an executed Landlord’s Waiver or other lien waiver agreement, estoppels and/or collateral access letters (in each case, as required by the Administrative Agent) from the lessor, warehouse operator or other applicable Person for any leased location with Collateral in excess of $500,000 or that otherwise contains material books and records or is otherwise material to the operations of the Loan Parties and their respective Subsidiaries, but excluding borrow pits, short-term material laydown yards and properties subject to long-term mining leases, in each case on which the Loan Parties do not regularly store or maintain material amounts of Collateral not to exceed $500,000 in the ordinary course of business; (c) Within ninety (90) days of the Closing Date (as such lease time period may be extended by the Administrative Agent in its sole discretion), deliver any negative pledges requested by the Administrative Agent with respect to real property interests of the Borrowers and their Subsidiaries; and (d) Within ninety (90) days of the Closing Date (as such time period may be extended by the Administrative Agent in its sole discretion), deliver fully executed deposit account control agreements with respect to deposit accounts of the Borrowers to the extent required pursuant to Section 8.15 or the Security Agreement, each such deposit account control agreement to be subordinate to the Lien of the Mortgage to be recorded against such Owned Real Property, either expressly by such lease’s terms or pursuant to a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to the AgentAdministrative Agent and to provide the Administrative Agent with control over such account.

Post-Closing. The Borrower hereby agrees to (i) use reasonable best efforts to obtain the consent of the landlord with respect to such portions of the leasehold parcels of Real Property identified on Part 2 of Schedule 1.01(a) that are subject to a ground lease pursuant to which such consent is required in order to subject such portions of the leasehold parcels of Real Property to a leasehold mortgage and (ii) complete and/or deliver to the Administrative Agent, or cause to be completed or so delivered, in form and substance reasonably satisfactory to the Administrative Agent (and with respect of each Mortgaged Real Property, subject to flood insurance due diligence and flood insurance compliance in accordance with Section 6.03(b) hereto): (a) Within 90 60 days after the Closing Date with respect to each Mortgaged Real Property (or such longer period later date as agreed by the AgentAdministrative Agent may agree in its reasonable discretion), the Borrower Administrative Agent shall deliver or cause have received (i) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Real Property duly executed and delivered to by the Agent in respect record owner of such Mortgaged Real Property and suitable for recording or filing, together with the payment of any Owned taxes or fees required in connection with the recording or filing of each such Mortgage and (ii) such other documents including, but not limited to, fixture filings, any consents, agreements and confirmations of third parties, as the Administrative Agent may reasonably request with respect to any such Mortgage or Mortgaged Real Property, excluding any Specified Property owned on . (b) Within 60 days after the Closing Date, Date with respect to each Mortgaged Real Property (or such later date as the Administrative Agent may agree in its reasonable discretion): (i) a Mortgage, (ii) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination notice and if such Owned with respect to each Mortgaged Real Property is located in a special flood hazard area, (x) together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto), (ii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required hereunder (including, without limitation, flood insurance policies), each of which shall (A) be endorsed or otherwise amended to include a “standard” lender’s loss payable or mortgagee endorsement (as applicable), (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured, (C) in the case of flood insurance, (1) identify the addresses of each property located in a special flood hazard area, (2) indicate the applicable Subsidiary Guarantor floodzone designation, the flood insurance coverage and the deductible relating thereto, and (y3) certificates if available, provide that the insurer will give the Collateral Agent forty-five (45) days’ written notice of insurance evidencing the insurance required by Section 5.03(b) in form and substance satisfactory to the Agent, cancellation (iii) an ALTA 2006 loan policy of title insurance in an amount or such shorter period reasonably acceptable to the Collateral Agent, not ), (iii) customary opinions addressed to exceed the book value Administrative Agent for its benefit and for the benefit of such Owned the Secured Parties of (A) local counsel for the Loan Parties in each jurisdiction where the Mortgaged Real Property is located with respect to the enforceability of the Mortgages and other matters customarily included in such opinions and (B) counsel for the Loan Parties regarding due authorization, execution and delivery of the Mortgages, (iv) a policy or policies or marked-up unconditional binding commitment therefor to be replaced binder of title insurance, as applicable, paid for by a final title policy) insuring the Lien of such Mortgage as a valid mortgage Lien on Borrower or the Owned Real Property free of any other Liens except for Permitted Liens which policy (or such commitment) shall be Subsidiaries, issued by a nationally recognized title insurance company and contain insuring the Lien of each Mortgage to be entered into on the Closing Date or thereafter in accordance with this Agreement as a valid Lien on the Mortgaged Real Property described therein, free of any other Liens except Permitted Liens, together with such customary endorsements (excluding including zoning endorsements where reasonably appropriate and available or, in lieu of such zoning endorsements, where available at commercially reasonable rates in the creditor’s rights endorsementjurisdiction where the applicable Mortgaged Real Property is located, a zoning report from a recognized vendor or a zoning compliance letter from the applicable municipality in a form reasonably acceptable to the Administrative Agent), coinsurance and reinsurance as the Administrative Agent may reasonably request, request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Real Property is located, (v) if the finalization of the title insurance policies pursuant to clause (iv) such affidavits hereof and the Surveys (as are customarily and reasonably required hereinafter defined) pursuant to induce the title company to issue the title policies contemplated in (iii), clause (v) evidence reasonably acceptable hereof occurs after delivery of any Mortgage pursuant to the Agent of payment by the Borrower of all title policy premiumsclause (g), search and examination chargesthen, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (vi) an ALTA survey (or update certificate to an existing ALTA survey together with an affidavit of no change) in a form and substance reasonably acceptable to the Agent, in either case to the extent required to correct and/or confirm the Mortgaged Real Property encumbered by such Mortgage is consistent with that so insured and surveyed and/or confirm the title insurance company issuing the policy of title insurance required by clause (iii) hereof for deletion of the so called “survey exception” Administrative Agent’s mortgage Lien on and issue the endorsements reasonably requested by the Agentsecurity interests in such Mortgaged Real Property, (viiA) an opinion of counsel amendment to the Borrower any such applicable Mortgage (or applicable Subsidiary Guarantor opining as to the enforceability of the Mortgages in a form and substance reasonably acceptable to the Agent, (viii) to the extent any lease required, a new Mortgage) duly authorized, executed and acknowledged, in respect of greater than 20,000 square feet of demised space under which the Borrower or any Subsidiary Guarantor is the lessor affects any Owned Real Property subject to a Mortgage, Borrower or such applicable Subsidiary Guarantor shall use commercially reasonable efforts to cause such lease to be subordinate to the Lien of the Mortgage to be recorded against such Owned Real Property, either expressly by such lease’s terms or pursuant to a subordination, non-disturbance recordable form and attornment agreement otherwise in form and substance reasonably acceptable to the Administrative Agent with respect to each such applicable Mortgaged Real Property and (B) such other documents, including, but not limited to, any supplemental consents, agreements and/or confirmations of third parties, and supplemental local counsel opinions, as Administrative Agent may reasonably request in order to effectuate the same, and (vi) a survey of each Mortgaged Real Property (including all improvements, easements and other customary matters thereon reasonably required by the Collateral Agent), as applicable, for which all necessary fees (where applicable) have been paid (such surveys, collectively, the “Surveys”), which Surveys shall be certified in writing to Borrower, Collateral Agent and the title insurance company, and shall meet minimum standard detail requirements for ALTA/ACSM Land Title Surveys in all material respects and shall be sufficient and satisfactory to the title insurance company so as to enable the title insurance company to issue coverage over all general survey exceptions; all such Surveys shall be dated (or redated) not earlier than six months prior to the date of delivery thereof (unless otherwise reasonably acceptable to the title insurance company issuing the title insurance). (c) Within 120 days after the Closing Date (or such later date as the Administrative Agent may agree in its reasonable discretion), with respect to each Mortgaged Vessel: (i) a Ship Mortgage granting to the Collateral Agent for the benefit of the Secured Parties a valid, binding and enforceable (subject to (a) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)) first preferred mortgage on such Mortgaged Vessel under the Ship Mortgage Act subject only to Permitted Liens and (ii) an Earnings Assignment and Insurance Assignment with respect to such Mortgaged Vessel each in favor of the Collateral Agent, executed and deliver, in each case, by a duly authorized officer of the appropriate Loan Party, together with such certificates, notices and affidavits ancillary to such Ship Mortgage, Earnings Assignment and Insurance Assignment; together with customary opinions addressed to the Collateral Agent for its benefit and for the benefit of the Secured Parties of Xxxxx Xxxxxx LLP, special maritime counsel for the Loan Parties, with respect to the enforceability of the Ship Mortgages and other matters customarily included in such opinions relative to casino riverboats.

Post-Closing. (a) Within 90 No later than 15 days after the Closing Date (or such longer period as agreed Date, the Issuer shall deliver a schedule to the Administrative Agent setting forth the correct address of each real property that was owned by the Agent), Issuer or any Guarantor as of the Borrower shall Closing Date. (i) The Issuer agrees to deliver or cause to be delivered to the Collateral Agent as soon as practicable but in respect of any Owned Real Property, excluding any Specified Property owned on no event later than 45 days after the Closing Date, replacement stock certificates evidencing Equity Interests in each entity referred to in paragraph 1 of Schedule 11, together with stock powers executed in blank or other appropriate instruments of pledge relating thereto. (ii) The Issuer agrees to deliver to the Collateral Agent as soon as practicable but in no event later than 60 days after the Closing Date, stock certificates evidencing Equity Interests in each entity referred to in paragraph 2 of Schedule 11, together with stock powers executed in blank or other appropriate instruments of pledge relating thereto. (iii) Notwithstanding the foregoing provisions of this clause (b), if despite the Issuer's best efforts, the Issuer fails to deliver any of the foregoing items to the Collateral Agent within the time periods specified above, the Collateral Agent may (but shall not be obligated to) consent to additional time periods for such delivery. (c) If at any time the granting of a pledge or other security interest over the Equity Interests in Cornerstone is not prohibited by Cayman Islands law, Vencor shall ensure that a pledge or such other security interest over such Equity Interests is granted to the Collateral Agent for the benefit of the Lenders and that stock certificates evidencing such Equity Interests are promptly delivered to the Collateral Agent together with signed stock powers or other appropriate instruments of transfer relating thereto. Prior to such time, Vencor shall ensure that no Lien over such Equity Interests is granted to any Person. (d) Vencor shall (i) a Mortgageensure that the Liens and title defects listed on the schedule to the Encumbrance Letter are paid, discharged or removed in accordance with the provisions of, and within the time periods (if any) specified in, the Encumbrance Letter and (ii) a “Life-of-Loan” flood determination notice comply with the other provisions of the Encumbrance Letter. (e) As soon as practicable but in no event later than 60 days after the Closing Date, the Issuer shall cause the Shell Subsidiary to be liquidated or dissolved and shall, in connection with the foregoing, cause all personal, real and mixed property, if such Owned Real Property is located in a special flood hazard areaany, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or applicable Subsidiary Guarantor and (y) certificates of insurance evidencing the insurance required by Section 5.03(b) in form and substance satisfactory to the Agent, (iii) an ALTA 2006 loan policy of title insurance in an amount reasonably acceptable to the Agent, not to exceed the book value of such Owned Real Property (or unconditional binding commitment therefor Shell Subsidiary to be replaced by a final title policy) insuring the Lien of such Mortgage as a valid mortgage Lien on the Owned Real Property free of any other Liens except for Permitted Liens which policy (or such commitment) shall be issued by a nationally recognized title insurance company and contain such endorsements (excluding the creditor’s rights endorsement), coinsurance and reinsurance as the Agent may reasonably request, (iv) such affidavits as are customarily and reasonably required to induce the title company to issue the title policies contemplated in (iii), (v) evidence reasonably acceptable to the Agent of payment by the Borrower of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (vi) an ALTA survey (or update certificate to an existing ALTA survey together with an affidavit of no change) in a form and substance reasonably acceptable to the Agent, in either case to the extent required by the title insurance company issuing the policy of title insurance required by clause (iii) hereof for deletion of the so called “survey exception” and issue the endorsements reasonably requested by the Agent, (vii) an opinion of counsel to the Borrower or applicable Subsidiary Guarantor opining as to the enforceability of the Mortgages in a form and substance reasonably acceptable to the Agent, (viii) to the extent any lease in respect of greater than 20,000 square feet of demised space under which the Borrower or any Subsidiary Guarantor is the lessor affects any Owned Real Property subject transferred to a Mortgage, Borrower or such applicable Subsidiary Guarantor shall use commercially reasonable efforts to cause such lease to be subordinate to the Lien of the Mortgage to be recorded against such Owned Real Property, either expressly by such lease’s terms or pursuant to a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to the AgentRestricted Subsidiary.

Post-Closing. (a) Within 90 days The Credit Parties shall take all necessary actions to satisfy the following items as soon as practicable after the Closing Date and in any event within 30 days thereof (or such longer period as agreed by the Agent), Administrative Agent (at the Borrower direction of the Required Lenders) may agree): (a) The Credit Parties shall deliver or cause to be delivered to the Administrative Agent certificates of insurance naming the Administrative Agent as lender’s loss payee with respect to property insurance, and additional insured with respect to liability insurance, and covering the Borrower’s or its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks that are acceptable to the Required Lenders; (b) The Credit Parties shall deliver to the Administrative Agent evidence of insurance coverage (and all documentation related thereto) in respect form, scope and substance reasonably satisfactory to the Required Lenders and otherwise in compliance with the terms of any Owned Real Property, excluding any Specified Property owned on the Closing Date, Sections 4.17 and 5.3; and (c) The Credit Parties shall cause (i) all policies of property insurance with respect to the Collateral either to have attached thereto a Mortgagelender’s loss payable endorsement in favor of the Administrative Agent for its benefit and the ratable benefit of the Secured Parties or to name the Administrative Agent as lender’s loss payee for its benefit and the ratable benefit of the Secured Parties, in either case, in form reasonably satisfactory to the Required Lenders, (ii) a “Life-of-Loan” flood determination notice and if such Owned Real Property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or applicable Subsidiary Guarantor and (y) certificates all policies of liability insurance evidencing the insurance required by Section 5.03(b) in form and substance satisfactory with respect to the AgentCredit Parties to name the Administrative Agent for its benefit and the ratable benefit of the Secured Parties as an additional insured and to provide for a waiver of subrogation in favor of the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, and (iii) an ALTA 2006 loan policy all such policies to contain a provision that notwithstanding any contrary agreements between the Borrower, its Subsidiaries, and the applicable insurance company, such policies will not be canceled or allowed to lapse without renewal without at least thirty (30) days’ (or ten (10) days’ in the case of title insurance in an amount reasonably acceptable non-payment) prior written notice to the Agent, not to exceed the book value of such Owned Real Property (or unconditional binding commitment therefor to be replaced by a final title policy) insuring the Lien of such Mortgage as a valid mortgage Lien on the Owned Real Property free of any other Liens except for Permitted Liens which policy (or such commitment) shall be issued by a nationally recognized title insurance company and contain such endorsements (excluding the creditor’s rights endorsement), coinsurance and reinsurance as the Agent may reasonably request, (iv) such affidavits as are customarily and reasonably required to induce the title company to issue the title policies contemplated in (iii), (v) evidence reasonably acceptable to the Agent of payment by the Borrower of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (vi) an ALTA survey (or update certificate to an existing ALTA survey together with an affidavit of no change) in a form and substance reasonably acceptable to the Agent, in either case to the extent required by the title insurance company issuing the policy of title insurance required by clause (iii) hereof for deletion of the so called “survey exception” and issue the endorsements reasonably requested by the Agent, (vii) an opinion of counsel to the Borrower or applicable Subsidiary Guarantor opining as to the enforceability of the Mortgages in a form and substance reasonably acceptable to the Agent, (viii) to the extent any lease in respect of greater than 20,000 square feet of demised space under which the Borrower or any Subsidiary Guarantor is the lessor affects any Owned Real Property subject to a Mortgage, Borrower or such applicable Subsidiary Guarantor shall use commercially reasonable efforts to cause such lease to be subordinate to the Lien of the Mortgage to be recorded against such Owned Real Property, either expressly by such lease’s terms or pursuant to a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to the Administrative Agent.

Post-Closing. (a) The Borrower shall notify the Administrative Agent, promptly upon the occurrence thereof, of the consummation of each of the KPS Cash Distribution, the KPS Spin-Off and the KPS Share Distribution. (i) The Lenders hereby authorize the Agent, in its sole discretion and from time to time, to enter into one or more Additional Encumbrance Letters pursuant to which the Liens and other title defects referred to therein shall, to the extent set forth therein, constitute Permitted Liens for purposes hereof. The Lenders confirm and agree, without limiting the generality of the exculpatory provisions of Article 9, that in the absence of gross negligence or willful misconduct, the Agent shall not be liable to any Lender on account of entering into any Additional Encumbrance Letter and any consequences thereof. (ii) The Borrower shall comply with the provisions of each Additional Encumbrance Letter. (c) Within 90 days after the Closing Effective Date (or such longer period as agreed by the Agent), the Borrower shall deliver or cause to be delivered to the Agent in respect of any Owned Real Property, excluding any Specified Property owned on the Closing Date, (i) a an amendment to each Fee Mortgage and Material Leasehold Mortgage, (ii) a “Life-of-Loan” flood determination notice and if such Owned Real Property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or applicable Subsidiary Guarantor and (y) certificates of insurance evidencing the insurance required by Section 5.03(b) in form and substance satisfactory to the Agent, (iii) an ALTA 2006 loan policy of title insurance in an amount reasonably acceptable to the Agent, not to exceed the book value of such Owned Real Property (or unconditional binding commitment therefor to be replaced by a final title policy) insuring the Lien of such Mortgage as a valid mortgage Lien on the Owned Real Property free of any other Liens except for Permitted Liens which policy (or such commitment) shall be issued by a nationally recognized title insurance company and contain such endorsements (excluding the creditor’s rights endorsement), coinsurance and reinsurance as the Agent may reasonably request, (iv) such affidavits as are customarily and reasonably required to induce the title company to issue the title policies contemplated in (iii), (v) evidence reasonably acceptable to the Agent of payment by the Borrower of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (vi) an ALTA survey (or update certificate to an existing ALTA survey together with an affidavit of no change) in a form and substance reasonably acceptable to the Agent, in either case to the extent required by the title insurance company issuing the policy of title insurance required by clause law or under bank regulations, and (iii) hereof for deletion with respect to each Fee Mortgage, (A) a modification endorsement to each title insurance policy with respect thereto (or new title policy in states where such endorsements are not available) and (B) an appraisal performed by a certified or licensed appraiser conforming to the applicable requirements of Title XI of the so called “survey exception” Financial Institutions Reform, Recovery and issue Enforcement Act of 1989 and the endorsements reasonably requested by the Agent, regulations thereunder (vii) an opinion of counsel to with the Borrower or applicable Subsidiary Guarantor opining as to be responsible for the enforceability costs of the Mortgages in a form and substance reasonably acceptable to the Agent, (viiieach such appraisal) to the extent any lease legally required, in respect of greater than 20,000 square feet of demised space under which the Borrower or any Subsidiary Guarantor is the lessor affects any Owned Real Property subject to a Mortgage, Borrower or such applicable Subsidiary Guarantor shall use commercially reasonable efforts to cause such lease to be subordinate to the Lien of the Mortgage to be recorded against such Owned Real Property, either expressly by such lease’s terms or pursuant to a subordination, non-disturbance and attornment agreement each case in form and substance reasonably acceptable satisfactory to the Agent.

Post-Closing. (a) Within 90 days Sellers jointly and severally covenant and agree that, after the Closing Date (or such longer period as agreed by the Agent), the Borrower shall deliver or cause to be delivered to the Agent in respect of any Owned Real Property, excluding any Specified Property owned on the Closing Date, each will: (a) At no cost to Sellers, reasonably cooperate with Purchaser if Purchaser is required to include audited financial statements with respect to the Facilities in its filings with the Securities and Exchange Commission; (b) Take such actions and properly execute and deliver to Purchaser such further instruments of assignment, conveyance and transfer as, in the reasonable opinion of counsel for Purchaser and Sellers, reasonably may be necessary to assure, complete and evidence the transfer and conveyance of Sellers’ Assets as contemplated by this Agreement; (c) File the annual cost reports for the Facilities currently within the periods required by Medicare, Medicaid and any other third party payor and provide any additional documentation to support the amounts claimed under such cost reports within such time periods; (d) With respect to the Pxxxxxxx Facility, during the period commencing on the Closing Date and ending on the Pxxxxxxx Closing Date: (i) a MortgageSellers will operate the Pxxxxxxx Facility only in the ordinary course and with due regard to the proper maintenance and repair of the Real Property and Personal Property relating to the Pxxxxxxx Facility, to the end that the Pxxxxxxx Facility and related Personal Property will be maintained substantially in the same condition as they were in at the Closing Date, ordinary wear and tear, insured casualty loss and taking by eminent domain excepted; (ii) Sellers will not (i) make any material change in the operation of the Pxxxxxxx Facility, (ii) a “Life-of-Loan” flood determination notice and if such Owned Real Property is located in a special flood hazard areasell or agree to sell any items of machinery, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by equipment or other fixed assets of the Borrower Pxxxxxxx Facility or applicable Subsidiary Guarantor and (y) certificates of insurance evidencing the insurance required by Section 5.03(b) in form and substance satisfactory to the Agent, (iii) an ALTA 2006 loan policy otherwise enter into any agreements materially affecting the Pxxxxxxx Facility, except in each case in the ordinary course of title business; (iii) Sellers will maintain in force the existing insurance in an amount reasonably acceptable coverage or comparable insurance coverage with respect to the Agent, not to exceed the book value of such Owned Real Property (or unconditional binding commitment therefor to be replaced Pxxxxxxx Facility owned by a final title policy) insuring the Lien of such Mortgage as a valid mortgage Lien on the Owned Real Property free of any other Liens except for Permitted Liens which policy (or such commitment) shall be issued by a nationally recognized title insurance company and contain such endorsements (excluding the creditor’s rights endorsement), coinsurance and reinsurance as the Agent may reasonably request, it; (iv) Sellers will not, except in the ordinary course of business, (i) enter into any lease, tenancy, contract or other commitment affecting the Pxxxxxxx Facility or (ii) incur any additional indebtedness or amend, extend or renew any current debt instruments, whether in the ordinary course of business or otherwise, unless neither Purchaser nor the Pxxxxxxx Facility is, following the Pxxxxxxx Closing, obligated for, or encumbered by, any such affidavits as are customarily and reasonably required to induce the title company to issue the title policies contemplated in (iii), indebtedness or debt instruments; (v) evidence reasonably acceptable Sellers will file all returns, reports and filings of any kind or nature, with respect to the Agent of payment by the Borrower of all title policy premiumsPxxxxxxx Facility, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required or will secure timely extensions for the recording of filing thereof, required to be filed by Sellers, including state and federal tax returns and Medicare and Medicaid cost reports, and will timely pay all taxes or other obligations that are due and payable with respect thereto, except to the Mortgages extent that the same are being duly contested in good faith in accordance with applicable law and issuance of such contest does not materially affect Sellers or the title policies referred to above, Pxxxxxxx Facility; (vi) an ALTA survey Sellers will operate the Pxxxxxxx Facility in compliance with all applicable municipal, county, state and federal laws, regulations, ordinances and orders as now in effect (including all applicable building, zoning and life safety codes with respect thereto) where the failure to comply therewith would have a material adverse effect on the business, property, condition (financial or update certificate otherwise) or operation thereof, as presently operated; (vii) Sellers will take all reasonable action to an existing ALTA survey together achieve compliance with an affidavit of no change) in a form any laws, regulations, ordinances, standards and substance reasonably acceptable orders applicable to the AgentPxxxxxxx Facility that are enacted or issued after Closing Date and prior to the Pxxxxxxx Closing where the failure to comply therewith would have a material adverse effect on the business, property, condition (financial or otherwise) or operation thereof, as presently operated; provided, that Purchaser acknowledges that a number of items requiring correction identified in either case the October Pxxxxxxx Clinical Survey have not been corrected as of the date of this Agreement; (viii) Sellers will pay as and when due the accounts payable related to the Pxxxxxxx Facility that arise in the ordinary course of business, except to the extent required that the amount owing is being duly contested by Sellers and such contest does not materially affect Sellers or the title insurance company issuing Pxxxxxxx Facility; (e) Act in good faith and use its commercially reasonable best efforts to (i) acquire all governmental licenses, approvals and permits as are necessary to enable Purchaser to lawfully own and Pxxxxxxx Seller to lawfully operate the policy Pxxxxxxx Facility from and after the Pxxxxxxx Closing Date and (ii) satisfy any and all conditions to the effectiveness thereof; and (f) Refrain from taking any action that is inconsistent with their obligations under this Agreement or that could hinder or delay the Pxxxxxxx Closing or that would cause any representation, warranty or covenant made by Sellers in this Agreement or in any certificate, list, exhibit, or other instrument furnished or to be furnished pursuant hereto, or in connection with the transaction contemplated hereby, to be untrue in any material respect as of title insurance required by clause the Pxxxxxxx Closing Date; and (g) Sellers and any officer, director, employee, advisor or others authorized to act on any of their behalf (i) will not, directly or indirectly, initiate, solicit, authorize or encourage discussions relating to any Pxxxxxxx Acquisition Proposal; (ii) will not participate in negotiations in connection with or in furtherance of any Pxxxxxxx Acquisition Proposal or permit any person other than Purchaser and its representatives to have any access to the Pxxxxxxx Facility, or furnish to any person other than Purchaser and its representatives any non-public information with respect to the Pxxxxxxx Facility; (iii) hereof for deletion will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties, other than Purchaser, conducted on or before the date of this Agreement with respect to any Pxxxxxxx Acquisition Proposal; and (iv) will immediately provide to Purchaser written notice of any Pxxxxxxx Acquisition Proposal, including the name of the so called “survey exception” party seeking to initiate, continue or renew activities, discussions or negotiations regarding an Pxxxxxxx Acquisition Proposal; and (h) Sellers shall cause the Deferred Maintenance Items and issue the endorsements reasonably requested by the Agent, (vii) an opinion of counsel to the Borrower or applicable Subsidiary Guarantor opining as to the enforceability of the Mortgages in a form and substance reasonably acceptable to the Agent, (viii) to the extent any lease in respect of greater than 20,000 square feet of demised space under which the Borrower or any Subsidiary Guarantor is the lessor affects any Owned Real Property subject to a Mortgage, Borrower or such applicable Subsidiary Guarantor shall use commercially reasonable efforts to cause such lease Environmental Issues to be subordinate to the Lien performed, completed or resolved on or before October 31, 2005. Sellers shall provide Purchaser with written certification of the Mortgage to be recorded against completion of such Owned Real PropertyDeferred Maintenance Items and Environmental Issues on or before October 31, either expressly by such lease’s terms or pursuant to a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to the Agent2005.

Post-Closing. (a) Within 90 days The Credit Parties shall take all necessary actions to satisfy the following items as soon as practicable after the Closing Date and in any event within 30 days thereof (or such longer period as agreed by the Agent), the Borrower Administrative Agent may agree): (a) The Credit Parties shall deliver or cause to be delivered to the Administrative Agent certificates of insurance naming the Administrative Agent as lender’s loss payee with respect to property insurance, and additional insured with respect to liability insurance, and covering the Borrower’s or its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks that are acceptable to the required Lenders; (b) The Credit Parties shall deliver to the Administrative Agent evidence of insurance coverage (and all documentation related thereto) in respect form, scope and substance reasonably satisfactory to the Required Lenders and otherwise in compliance with the terms of any Owned Real Property, excluding any Specified Property owned on the Closing Date, Sections 4.17 and 5.3; and (c) The Credit Parties shall cause (i) all policies of property insurance with respect to the Collateral either to have attached thereto a Mortgagelender’s loss payable endorsement in favor of the Administrative Agent for its benefit and the ratable benefit of the Secured Parties or to name the Administrative Agent as lender’s loss payee for its benefit and the ratable benefit of the Secured Parties, in either case, in form reasonably satisfactory to the Required Lenders, (ii) a “Life-of-Loan” flood determination notice and if such Owned Real Property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or applicable Subsidiary Guarantor and (y) certificates all policies of liability insurance evidencing the insurance required by Section 5.03(b) in form and substance satisfactory with respect to the AgentCredit Parties to name the Administrative Agent for its benefit and the ratable benefit of the Secured Parties as an additional insured and to provide for a waiver of subrogation in favor of the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, and (iii) an ALTA 2006 loan policy all such policies to contain a provision that notwithstanding any contrary agreements between the Borrower, its Subsidiaries, and the applicable insurance company, such policies will not be canceled or allowed to lapse without renewal without at least thirty (30) days’ (or ten (10) days’ in the case of title insurance in an amount reasonably acceptable non-payment) prior written notice to the Agent, not to exceed the book value of such Owned Real Property (or unconditional binding commitment therefor to be replaced by a final title policy) insuring the Lien of such Mortgage as a valid mortgage Lien on the Owned Real Property free of any other Liens except for Permitted Liens which policy (or such commitment) shall be issued by a nationally recognized title insurance company and contain such endorsements (excluding the creditor’s rights endorsement), coinsurance and reinsurance as the Agent may reasonably request, (iv) such affidavits as are customarily and reasonably required to induce the title company to issue the title policies contemplated in (iii), (v) evidence reasonably acceptable to the Agent of payment by the Borrower of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (vi) an ALTA survey (or update certificate to an existing ALTA survey together with an affidavit of no change) in a form and substance reasonably acceptable to the Agent, in either case to the extent required by the title insurance company issuing the policy of title insurance required by clause (iii) hereof for deletion of the so called “survey exception” and issue the endorsements reasonably requested by the Agent, (vii) an opinion of counsel to the Borrower or applicable Subsidiary Guarantor opining as to the enforceability of the Mortgages in a form and substance reasonably acceptable to the Agent, (viii) to the extent any lease in respect of greater than 20,000 square feet of demised space under which the Borrower or any Subsidiary Guarantor is the lessor affects any Owned Real Property subject to a Mortgage, Borrower or such applicable Subsidiary Guarantor shall use commercially reasonable efforts to cause such lease to be subordinate to the Lien of the Mortgage to be recorded against such Owned Real Property, either expressly by such lease’s terms or pursuant to a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to the Administrative Agent.

Post-Closing. (a) Within 90 days after the Closing Date (or such longer period as agreed by the Agent), the Borrower shall deliver or cause to be delivered to the Agent in respect of any Owned Real Property, excluding any Specified Property owned on the Closing Date, (i) a Mortgage, (ii) a “Life-of-Loan” flood determination notice and if such Owned Real Property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or applicable Subsidiary Guarantor and (y) certificates of insurance evidencing the insurance required by Section 5.03(b) in form and substance satisfactory to the Agent, (iii) an ALTA 2006 loan policy of title insurance in an amount reasonably acceptable to the Agent, not to exceed the book value of such Owned Real Property (or unconditional binding commitment therefor to be replaced by a final title policy) insuring the Lien of such Mortgage as a valid mortgage Lien on the Owned Real Property free of any other Liens except for Permitted Liens which policy (or such commitment) shall be issued by a nationally recognized title insurance company and contain such endorsements (excluding the creditor’s rights endorsement), coinsurance and reinsurance as the Agent may reasonably request, (iv) such affidavits as are customarily and reasonably required to induce the title company to issue the title policies contemplated in (iii), (v) evidence reasonably acceptable to the Agent of payment by the Borrower of all title policy premiumspre- miums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (vi) an ALTA survey (or update certificate to an existing ALTA survey together with an affidavit of no change) in a form and substance reasonably acceptable to the Agent, in either case to the extent required by the title insurance company issuing the policy of title insurance required by clause (iii) hereof for deletion of the so called “survey exception” and issue the endorsements reasonably requested by the Agent, (vii) an opinion of counsel to the Borrower or applicable Subsidiary Guarantor opining as to the enforceability of the Mortgages in a form and substance reasonably acceptable to the Agent, (viii) to the extent any lease in respect of greater than 20,000 square feet of demised space under which the Borrower or any Subsidiary Guarantor is the lessor affects any Owned Real Property subject to a Mortgage, Borrower or such applicable Subsidiary Guarantor shall use commercially reasonable efforts to cause such lease to be subordinate to the Lien of the Mortgage to be recorded against such Owned Real Property, either expressly by such lease’s terms or pursuant to a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to the Agent.

Post-Closing. Within sixty (a60) Within 90 days after the Closing Date (or such longer period later date as agreed the Administrative Agent may agree in its sole discretion) each of the following conditions must be satisfied (or waived in accordance with Section 9.02): (a) The Lenders shall have received Mortgages covering the fee properties listed on Schedule 4.06 (but not the leasehold properties), duly executed and delivered by the Agent)appropriate Credit Party, the Borrower shall deliver or cause to be delivered to the Agent in respect of any Owned Real Property, excluding any Specified Property owned on the Closing Date, together with: (i) evidence that counterparts of such Mortgages are in form suitable for filing or recording in all filing or recording offices that the Lenders may deem necessary or desirable 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, documentary, stamp, intangible and recording taxes and fees have been paid or escrowed with the title company issuing the Mortgage Policies; (ii) (A) with respect to each of the fee properties subject to a Mortgage, fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (iithe “Mortgage Policies”), or commitments to issue the same, in form and substance, with endorsements (as applicable) and in amounts acceptable to the Lenders, issued by title insurers acceptable to the Lenders, insuring the Mortgages to be valid first and subsisting Liens on applicable Credit Party’s interest in the property described therein, free and clear of all encumbrances (including, but not limited to, mechanics’ and materialmen’s Liens), excepting only Liens permitted by Section 6.02, and providing for zoning and other endorsements requested by Lenders; (iii) a “Life-of-Loan” flood determination notice current survey of each of the fee owned properties subject to a Mortgage, prepared by a land surveyor duly registered and if licensed in the state in which such Owned Real Property property is located and in a special form and substance acceptable to the Lenders; and (iv) evidence regarding flood hazard areastatus, in form and substance sufficient to satisfy all FIRREA requirements of any financial institution. (xb) a notice about special flood hazard area status and flood disaster assistance The Lenders shall have received Collateral Access Agreements duly executed by the Borrower or applicable Subsidiary Guarantor Credit Parties and all landlords, mortgagees and bailees of the Credit Parties. (yc) The Lenders shall have received evidence that all insurance required to be maintained pursuant to the Credit Documents has been obtained and is in effect, with certificates of insurance evidencing the insurance required by Section 5.03(b) and endorsements (in form and substance satisfactory to the Lenders), naming the Administrative Agent, on behalf of the Secured Parties, as an additional insured or loss payee, as the case may be, under (iiii) an ALTA 2006 loan policy of title all insurance in an amount reasonably acceptable policies maintained with respect to the Agentassets and properties of the Credit Parties that constitute Collateral, not to exceed the book value of and such Owned Real Property (or unconditional binding commitment therefor to be replaced by a final title policy) insuring the Lien of such Mortgage as a valid mortgage Lien on the Owned Real Property free of any other Liens except for Permitted Liens which policy (or such commitment) shall be issued by a nationally recognized title insurance company and contain such lender loss payee endorsements (excluding the creditor’s rights endorsement), coinsurance and reinsurance as the Agent may reasonably request, Lenders shall request and (ivii) such affidavits as are customarily and reasonably required to induce the title company to issue the title all general liability insurance policies contemplated in (iii), (v) evidence reasonably acceptable to the Agent of payment by the Borrower of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (vi) an ALTA survey (or update certificate to an existing ALTA survey together with an affidavit of no change) in a form and substance reasonably acceptable to the Agent, in either case to the extent required by the title insurance company issuing the policy of title insurance required by clause (iii) hereof for deletion of the so called “survey exception” and issue the endorsements reasonably requested by the Agent, (vii) an opinion of counsel to the Borrower or applicable Subsidiary Guarantor opining as to the enforceability of the Mortgages in a form and substance reasonably acceptable to the Agent, (viii) to the extent any lease in respect of greater than 20,000 square feet of demised space under which the Borrower or any Subsidiary Guarantor is the lessor affects any Owned Real Property subject to a Mortgage, Borrower or such applicable Subsidiary Guarantor shall use commercially reasonable efforts to cause such lease to be subordinate to the Lien of the Mortgage to be recorded against such Owned Real Property, either expressly by such lease’s terms or pursuant to a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to the AgentCredit Parties.

Post-Closing. (a) Within 90 forty-five (45) days after of the Closing Date (or as such longer time period as agreed may be extended by the AgentAdministrative Agent in its sole discretion), the Borrower shall deliver or cause evidence that adequate insurance, including flood insurance, if applicable, required to be delivered to the Agent maintained under this Agreement is in respect of any Owned Real Propertyfull force and effect, excluding any Specified Property owned on the Closing Date, (i) a Mortgage, (ii) a “Life-of-Loan” flood determination notice with additional insured and if such Owned Real Property is located in a lender loss payable special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or applicable Subsidiary Guarantor and (y) certificates of insurance evidencing the insurance required by Section 5.03(b) endorsements attached thereto in form and substance satisfactory to the Administrative Agent and its counsel naming the Administrative Agent, on behalf of the Secured Parties, as additional insureds and as lender loss payee; (iiib) an ALTA 2006 loan policy Within ninety (90) days of title insurance the Closing Date (as such time period may be extended by the Administrative Agent in an amount reasonably acceptable to the Agent, not to exceed the book value of such Owned Real Property (or unconditional binding commitment therefor to be replaced by a final title policy) insuring the Lien of such Mortgage as a valid mortgage Lien on the Owned Real Property free of any other Liens except for Permitted Liens which policy (or such commitment) shall be issued by a nationally recognized title insurance company and contain such endorsements (excluding the creditor’s rights endorsement), coinsurance and reinsurance as the Agent may reasonably request, (iv) such affidavits as are customarily and reasonably required to induce the title company to issue the title policies contemplated in (iiiits sole discretion), (vi) evidence reasonably acceptable to the Agent of payment by the Borrower of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (vi) an ALTA survey (or update certificate to an existing ALTA survey together with an affidavit of no change) in a form and substance reasonably acceptable to the Agent, in either case to the extent required by the title insurance company issuing the policy of title insurance required by clause (iii) hereof for deletion of the so called “survey exception” and issue the endorsements reasonably requested by the Agent, (vii) an opinion of counsel to the Borrower or applicable Subsidiary Guarantor opining as to the enforceability of the Mortgages in a form and substance reasonably acceptable to the Agent, (viii) to the extent any lease in respect of greater than 20,000 square feet of demised space under which the Borrower or any Subsidiary Guarantor is the lessor affects any Owned Real Property subject to a Mortgage, Borrower or such applicable Subsidiary Guarantor shall use commercially reasonable efforts to cause deliver an executed Landlord’s Waiver or other lien waiver agreement, estoppels and/or collateral access letters from the lessor, warehouse operator or other applicable Person for any leased location of the Loan Parties and their respective Subsidiaries in which a similar landlord waiver, lien waiver agreement, estoppel and/or collateral access letter has been delivered in connection with the Existing Credit Agreement and (ii) if required by the Administrative Agent, use commercially reasonable efforts to deliver an executed Landlord’s Waiver or other lien waiver agreement, estoppels and/or collateral access letters (in each case, as required by the Administrative Agent) from the lessor, warehouse operator or other applicable Person for any leased location with Collateral in excess of $500,000 or that otherwise contains material books and records or is otherwise material to the operations of the Loan Parties and their respective Subsidiaries, but excluding borrow pits, short-term material laydown yards and properties subject to long-term mining leases, in each case on which the Loan Parties do not regularly store or maintain material amounts of Collateral not to exceed $500,000 in the ordinary course of business; (c) Within ninety (90) days of the Closing Date (as such lease time period may be extended by the Administrative Agent in its sole discretion), deliver any negative pledges with respect to owned real property of the Borrowers and their Subsidiaries in which a negative pledge has been given in connection with the Existing Credit Agreement; (d) Within one-hundred twenty (120) days of the Closing Date (as such time period may be extended by the Administrative Agent in its sole discretion), deliver fully executed deposit account control agreements with respect to deposit accounts of the Loan Parties to the extent required pursuant to Section 8.15 or the Security Agreement, each such deposit account control agreement to be subordinate to the Lien of the Mortgage to be recorded against such Owned Real Property, either expressly by such lease’s terms or pursuant to a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to the Administrative Agent and to provide the Administrative Agent (or the Applicable Collateral Agent (as defined in the First Lien Intercreditor Agreement)) with control over such account; (e) On or before December 31, 2024 (as such date may be extended by the Administrative Agent in its sole discretion), deliver evidence that SJ&L General Contractor, LLC, which as of the date hereof is a wholly-owned subsidiary of Wiregrass Construction, has been dissolved and its affairs wound up and terminated; (f) Within (i) thirty (30) days of the Closing Date (as such time period may be extended by the Administrative Agent in its sole discretion), cause to be executed and delivered to the Existing Credit Agreement Administrative Agent, as gratuitous bailee for the benefit of the Administrative Agent, the undated stock power(s), duly executed in blank, relating to King Xxxxxxx, as the issuer, and (ii) one-hundred fifty (150) days of the Closing Date (as such time period may be extended by the Administrative Agent in its sole discretion), cause to be executed and delivered to the Existing Credit Agreement Administrative Agent, as gratuitous bailee for the benefit of the Administrative Agent, (x) the stock certificate(s) and undated stock power(s), duly executed in blank, relating to Xxxxxxx, as the issuer, and (y) the stock certificate(s) and undated stock power(s), duly executed in blank, relating to Xxxxxxx Asphalt, as the issuer; provided, that the covenants set forth in this clause (f) shall not apply to any such stock certificates or stock powers that were previously delivered to, and are held by, the Existing Credit Agreement Administrative Agent as Applicable Collateral Agent (as defined in the First Lien Intercreditor Agreement) in accordance with the First Lien Intercreditor Agreement; and (g) Within forty-five (45) days of the Closing Date (as such time period may be extended by the Administrative Agent in its sole discretion), the Borrowing Agent shall deliver evidence to the Administrative Agent that satisfactory release documentation with respect to the mortgages (and a related subordination, non-disturbance and attornment agreement) securing the obligations under that certain Amended and Restated Credit Agreement, dated as of October 29, 2021, by and between the Target and Xxxxx Fargo Bank, National Association has been recorded and/or filed in the applicable counties.

Post-Closing. (a) Within 90 days after the Closing Date (or such longer period As soon as agreed by the Agent)possible but in any event no later than November 30, the Borrower 2003, Borrowers shall deliver or cause caused to be delivered to the Agent in respect of any Owned Real Property, excluding any Specified Property owned on Lender the Closing Date, (i) a Mortgage, (ii) a “Life-of-Loan” flood determination notice following documents each dated such date and if such Owned Real Property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or applicable Subsidiary Guarantor and (y) certificates of insurance evidencing the insurance required by Section 5.03(b) in form and substance satisfactory to the AgentLender and duly executed by all appropriate parties: (i) An updated machinery and equipment appraisal, conducted by an appraiser satisfactory to the Lender and at the Borrowers’ sole cost and expense, which appraisal shall be accompanied by a written report of said appraiser and shall identify no issues or conditions unacceptable to the Lender in its sole discretion; (ii) Evidence that the Lender’s security interest in all of the intellectual property described on Exhibit A attached hereto is properly reflected on the records of the United States Patent and Trademark Office (without limiting the generality of the foregoing, the Borrowers specifically agree to provide satisfactory evidence that (A) all trademarks whose ownership was previously registered on the records of the United States Patent and Trademark Office (the “PTO Records”) under the name “Wabash Foods, LLC” have been re-registered on such records under the name “Xxxxx Brothers-Bluffton, LLC”, (B) notice of the Lender’s security interest in all such trademarks is properly reflected on the PTO Records, and (C) notice of the Lender’s security interest in the “Crunch Toons” trademark (or the application therefor) is properly reflected on the PTO Records); (iii) an ALTA 2006 loan policy of title insurance in an amount reasonably acceptable A certain Landlord’s Waiver relating to the AgentBluffton, not to exceed the book value of such Owned Real Property (or unconditional binding commitment therefor to be replaced by a final title policy) insuring the Lien of such Mortgage as a valid mortgage Lien on the Owned Real Property free of any other Liens except for Permitted Liens which policy (or such commitment) shall be issued by a nationally recognized title insurance company and contain such endorsements (excluding the creditor’s rights endorsement), coinsurance and reinsurance as the Agent may reasonably request, IN facility; and (iv) such affidavits Such other documents or instruments as are customarily and the Lender may reasonably required to induce the title company to issue the title policies contemplated in (iii)require, including, without limitation, (vA) evidence reasonably acceptable to of the Agent termination of payment by the Borrower UCC filing against PBI in Maricopa County, Arizona showing Norwest Business Credit, Inc. as secured party, (B) evidence of the termination of all title policy premiumsUCC filings against Boulder in the states of Arizona and Colorado showing Boulder Potato Company as secured party, search and examination charges(C) any other financing statements, escrow charges and related chargesterminations, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (vi) an ALTA survey (notices or update certificate to an existing ALTA survey together with an affidavit of no change) in a form and substance reasonably acceptable to the Agent, in either case to the extent other instruments required by Lender to evidence or perfect more effectively the title insurance company issuing security interest of Lender in the policy of title insurance required by clause Collateral (iii) hereof for deletion of as that term is defined in the so called “survey exception” and issue the endorsements reasonably requested by the Agent, (vii) an opinion of counsel to the Borrower or applicable Subsidiary Guarantor opining as to the enforceability of the Mortgages in a form and substance reasonably acceptable to the Agent, (viii) to the extent any lease in respect of greater than 20,000 square feet of demised space under which the Borrower or any Subsidiary Guarantor is the lessor affects any Owned Real Property subject to a Mortgage, Borrower or such applicable Subsidiary Guarantor shall use commercially reasonable efforts to cause such lease to be subordinate to the Lien of the Mortgage to be recorded against such Owned Real Property, either expressly by such lease’s terms or pursuant to a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to the AgentSecurity Agreement).

Post-Closing. (a) Within 90 No later than 45 days after the Closing Date (or such longer period as agreed by the Agent)Effective Date, the Borrower shall deliver or cause to be delivered to the Agent in fully executed Deposit Account Control Agreements with respect of any Owned Real Propertyto the accounts listed on Schedule 5.14, excluding any Specified Property owned on the Closing Date, (i) a Mortgage, (ii) a “Life-of-Loan” flood determination notice and if each such Owned Real Property is located in a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or applicable Subsidiary Guarantor and (y) certificates of insurance evidencing the insurance required by Section 5.03(b) agreement to be in form and substance satisfactory to the Agent. (i) The Lenders hereby authorize the Agent, in its sole discretion and from time to time, to enter into one or more Additional Encumbrance Letters pursuant to which the Liens and other title defects referred to therein shall, to the extent set forth therein, constitute Permitted Liens for purposes hereof. The Lenders confirm and agree, without limiting the generality of the exculpatory provisions of Article 9, that in the absence of gross negligence or willful misconduct, the Agent shall not be liable to any Lender on account of entering into any Additional Encumbrance Letter and any consequences thereof. (ii) The Borrower shall comply with the provisions of each Additional Encumbrance Letter. (c) As soon as practicable but in no event later than 90 days after the Effective Date, the Borrower shall deliver, or shall cause to be delivered, to the Agent: (i) with respect to each Owned Property, a signed counterpart of a Fee Mortgage (or an amendment to the applicable fee mortgage delivered to the Agent with respect thereto pursuant to the Exit Facility), in either case in proper form for recording in the relevant jurisdiction, together with evidence satisfactory to the Agent that such Fee Mortgage (or amendment) will be recorded promptly thereafter and that any related intangibles, mortgage recording (if any) or similar taxes will be paid in connection with such recording; (ii) with respect to each Initial Master Lease Property and each Other Leased Property, a signed counterpart of a Leasehold Mortgage (or an amendment to the applicable leasehold mortgage delivered to the Agent with respect thereto pursuant to the Exit Facility), in either case together with (except in the case of the Escrowed Properties) evidence satisfactory to the Agent that such Leasehold Mortgage (or amendment) will be recorded promptly thereafter and that any related intangibles, mortgage recording (if any) or similar taxes will be paid in connection with such recording; (iii) an ALTA 2006 loan policy of with respect to each Owned Property, Initial Master Lease Property and Other Leased Property (other than any Escrowed Property), a lender’s title insurance policy insuring the Mortgage (or amendment) relating to such property (or a “date-down” endorsement to the title insurance policy delivered to the Agent with respect thereto pursuant to the Exit Facility), each such policy (or endorsement) to be in an amount form and substance reasonably acceptable satisfactory to the Agent; (iv) with respect to each Owned Property, not to exceed the book value of such Owned Real Initial Master Lease Property and Other Leased Property (or unconditional binding commitment therefor to be replaced by a final title policy) insuring the Lien of such Mortgage as a valid mortgage Lien on the Owned Real Property free of other than any other Liens except for Permitted Liens which policy (or such commitment) shall be issued by a nationally recognized title insurance company and contain such endorsements (excluding the creditor’s rights endorsementEscrowed Property), coinsurance and reinsurance any legal opinion or other document (including any necessary Ventas or other third party consent obtainable upon using commercially reasonable efforts) as the Agent may reasonably requestrequest relating to the existence of the relevant Lien Grantor, (iv) such affidavits as are customarily the corporate or other authority for and reasonably required validity of the Collateral Documents applicable thereto, the creation and perfection of the Lien purportedly created thereby and any other matters relevant thereto, all in form and substance satisfactory to induce the title company to issue the title policies contemplated in (iii), Agent; (v) evidence reasonably acceptable to the Agent of payment by the Borrower of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the title policies referred to above, (vi) an ALTA survey (or update certificate to an existing ALTA survey together with an affidavit of no change) in a form and substance reasonably acceptable to the Agent, in either case to the extent required by the title insurance company issuing the policy of title insurance required by clause (iii) hereof for deletion of the so called “survey exception” and issue the endorsements UCC financing statements reasonably requested by the Agent, (vii) an opinion of counsel Agent to perfect its security interests in the Collateral referred to above and evidence satisfactory to the Borrower Agent that such UCC financing statements will be filed promptly thereafter and that any related filing fees or applicable Subsidiary Guarantor opining as to similar charges or taxes will be paid by the enforceability of the Mortgages Credit Parties in a form and substance reasonably acceptable to the Agent, connection with such filing; and (viiivi) to the extent any lease in respect of greater than 20,000 square feet of demised space under which the Borrower or any Subsidiary Guarantor is the lessor affects any Owned Real Property subject to a Mortgage, Borrower or such applicable Subsidiary Guarantor shall use commercially reasonable efforts to cause such lease to be subordinate to the Lien of the Mortgage to be recorded against such Owned Real Property, either expressly by such lease’s terms or pursuant to a subordination, non-disturbance and attornment agreement evidence in form and substance reasonably acceptable satisfactory to the Agent that each fee and leasehold mortgage delivered pursuant to the Senior Secured Notes Facility shall have been discharged. (d) As soon as practicable but in no event later than 90 days after the Effective Date, the Agent shall have received, with respect to each Owned Property, an appraisal performed by a certified or licensed appraiser conforming to the applicable requirements of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 and the regulations thereunder, the Borrower to be responsible for the costs of each such appraisal. (i) The Lenders hereby authorize the Agent, in its sole discretion and from time to time, to enter into one or more amendments to or amendments and restatements of the Escrow Agreement to provide for escrow arrangements relating to the Escrowed Properties. The Lenders confirm and agree, without limiting the generality of the exculpatory provisions of Article 9, that in the absence of gross negligence or willful misconduct, the Agent shall not be liable to any Lender on account of entering into any such amendment or amendment and restatement and any consequences thereof. (ii) The Borrower will use its commercially reasonable efforts to obtain the landlord consents, memoranda of leases, subordination and non-disturbance agreements and other documents contemplated by the Escrow Agreement and provide evidence to the Agent thereof.