Common use of Post-Closing Conditions Clause in Contracts

Post-Closing Conditions. Within 60 days following the First Amendment Effective Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), the Collateral Agent shall have received the following with respect to the real property subject to a Mortgage as of the First Amendment Effective Date (the “Existing Mortgaged Property”): (a) to the extent requested by the Collateral Agent, an amendment to each existing Mortgage (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such existing 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, in each case in form and substance reasonably satisfactory to the Collateral Agent, (b) with respect to each Mortgage Amendment, to the extent requested by the Collateral Agent, opinions of local counsel or such other special counsel to the Loan Parties, which opinions (i) shall be addressed to the Collateral Agent and each of the Lenders, (ii) shall cover the due authorization, execution, delivery and enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as Administrative Agent may reasonably request and (iii) shall be in form and substance reasonably satisfactory to the Collateral Agent and (c) such other certificates, documents and information in connection with the foregoing as are reasonably requested by the Lenders. Subject to the rights of the Administrative Agent, the Collateral Agent and the Lenders under Section 5.11, the Mortgages delivered on the New Mortgaged Property shall be all of the Mortgages required with respect to such property.

Post-Closing Conditions. Within 60 days following the First Amendment Effective Restatement Date (or such later date longer period of time as the Collateral Agent may be agreed consent to by the Administrative Agent in its sole discretion), the Collateral Agent shall have received receive the following with respect to the real property all Real Property subject to a Mortgage as of the First Amendment Effective Restatement Date (but, for the “Existing Mortgaged Property”): avoidance of doubt, excluding any Excluded Assets): (a) to the extent requested by the Collateral Agent, an amendment a Restatement Date Mortgage Amendment with respect to each existing Mortgage (each a “Mortgage Amendment”) Mortgage, duly executed and acknowledged by the Borrower or the applicable Subsidiary Loan Party, and in the proper form for recording in the applicable recording office where such existing Mortgage was recordedoffice, together with such certificates, affidavits, affidavits or questionnaires or returns as shall be required under applicable law in connection with the recording or filing thereof under applicable Lawthereof, in each case in form and substance reasonably satisfactory to the Collateral Agent, ; (b) with respect to each Restatement Date Mortgage Amendment, Amendment (unless otherwise consented to the extent requested by the Collateral AgentAgent in its sole discretion), opinions of local counsel or such other special counsel to the Borrower and the Subsidiary Loan Parties, which opinions (i) shall be addressed to the Collateral Agent and each of the Lenders, (ii) shall cover the due authorization, execution, delivery and enforceability of the respective each such Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as Administrative Agent may reasonably request and (iii) shall be in form and substance reasonably satisfactory to the Collateral Agent and Agent; and (c) such other certificates, documents and information in connection with related to the foregoing Restatement Date Mortgage Amendments as are reasonably requested by the Lenders. Subject to the rights of the Administrative Agent, the Collateral Agent and the Lenders under Section 5.11, the Mortgages delivered on the New Mortgaged Property shall be all of the Mortgages required with respect to such property.

Post-Closing Conditions. Within (a) Not later than 60 days following after the First Second Incremental Amendment Effective Date (or such later date as may be agreed to by which the Administrative Agent in its sole discretionmay agree reasonably agree), the Collateral Agent shall have received the following with respect to the real property subject to a Mortgage as of the First Amendment Effective Date (the “Existing each Mortgaged Property”): (a) , the Borrowers shall deliver or cause to be delivered the following documents, in form and substance reasonably satisfactory to the extent requested by the Collateral Administrative Agent, : (i) an amendment to each the existing Mortgage (each a the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such existing 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, in each case in form and substance reasonably satisfactory to the Collateral Agent, (b) with respect to each Mortgage Amendment, to the extent requested by the Collateral Agent, opinions of local counsel or such other special counsel to the Loan Parties, which opinions (i) shall be addressed to the Collateral Agent and each of the Lenders, law; (ii) shall cover opinions of counsel, covering, among other things, the due authorization, execution, delivery and enforceability of the respective Mortgage applicable Mortgage, as the same has been amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as Administrative Agent may reasonably request and Amendment; (iii) a date down endorsement to the existing title policy (or, where such endorsement is not available, a new title policy), which shall insure that, as of the date of such endorsement or new title policy, the Mortgaged Property is free and clear of all defects and encumbrances other than Permitted Encumbrances; (iv) evidence of payment by the Borrowers of all applicable title insurance premiums, search and examining charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above and the issuance of the date down endorsements or new title policies referred to above; and (v) such affidavits, certificates, information or instruments of indemnification as shall be in form and substance reasonably satisfactory required to induce the Collateral Agent and (c) such other certificates, documents and information in connection with title company to issue the foregoing as are reasonably requested by the Lenders. Subject endorsement or new title policy referred to the rights of the Administrative Agent, the Collateral Agent and the Lenders under Section 5.11, the Mortgages delivered on the New Mortgaged Property shall be all of the Mortgages required with respect to such propertyabove.

Post-Closing Conditions. Within 60 days following the First Amendment Effective Date (or such later date a) Except as may be agreed to by the Administrative Agent in its sole discretion)otherwise provided herein, the Collateral Agent Lenders shall have received not be required to make any Credit Extensions if within ninety (90) days after the following Closing Date the Borrower has not delivered, with respect to the real property Property required to be subject to a Mortgage as Lien in favor of the First Amendment Effective Date Agent on the Closing Date: (the “Existing Mortgaged Property”): i) ALTA or other mortgagee's title policy; (aii) an ALTA survey prepared and certified to the extent Agent by a surveyor acceptable to the Agent; (iii) the Loan Parties shall have delivered any requested by environmental review reports from firm(s) satisfactory to the Collateral Agent, an amendment which review reports shall be acceptable to each existing the Agent. Any environmental hazards or liabilities identified in any such environmental review report shall indicate the Loan Parties' plans with respect thereto; (iv) evidence that a counterpart of the Mortgage (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording has been recorded in the recording office where such existing 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 Lawplace necessary, in each case the Agent's judgment, to create a valid and enforceable first priority Lien in favor of the Agent for the benefit of itself and the Lenders; (v) an opinion of counsel in the state in which such parcel of real Property is located in form and substance and from counsel reasonably satisfactory to the Collateral Agent; and (vi) such other information, documentation, and certifications as may be reasonably required by the Agent. (b) with respect to each Mortgage AmendmentIf the appraised value of the real Property secured by Mortgages pursuant hereto on the Closing Date multiplied by 75% does not equal or exceed $3,900,000, the Borrower shall, within ninety (90) days after the Closing Date, grant to the extent requested by the Collateral Agent, opinions of local counsel or such other special counsel to for the Loan Parties, which opinions (i) shall be addressed to the Collateral Agent and each benefit of the Lenders, Liens on additional real Property (iialong with a title commitment and an opinion of local counsel) shall cover until the due authorizationappraised value of all such real Property multiplied by 75% equals or exceeds $3,900,000, execution, delivery pursuant to such documents as the Agent may deem necessary and enforceability deliver such documents to the Agent as the Agent may require to perfect the Liens of the respective Mortgage as amended by the Mortgage Amendment and Agent in such other matters incident to the transactions contemplated herein as Administrative Agent may reasonably request and (iii) shall be in form and substance reasonably satisfactory to the Collateral Agent and (c) such other certificates, documents and information in connection with the foregoing as are reasonably requested by the Lenders. Subject to the rights of the Administrative Agent, the Collateral Agent and the Lenders under Section 5.11, the Mortgages delivered on the New Mortgaged Property shall be all of the Mortgages required with respect to such propertyreal Property.

Post-Closing Conditions. Within 60 days Lender agrees that the Borrower may satisfy the following obligations after the Second Closing Date by the dates set forth below: 9.1. The Leases, Leasehold Mortgages, the Non-Disturbance and Attornment Agreement (Head Lease) and the Non-Disturbance and Attornment Agreement (Sub-Sublease) shall have been (i) approved by the Secretary prior to the date of any subsequent Advance following the First Amendment Effective Date initial Advance on November 22, 2002, including a finding (if required) that the approval of the Leasehold Mortgages is not a major federal action and that such approval has no significant impact on the human environment, pursuant to NEPA, or a determination that no such later date as may be agreed finding is required by virtue of the Seneca Nation Land Claims Settlement Act, (ii) the Leasehold Mortgages, the Non-Disturbance and Attornment Agreement (Head Lease) and the Non-Disturbance and Attornment Agreement (Sub-Sublease) have been recorded in the appropriate public land records in the county of Niagara, New York and in any other appropriate public filing offices and with the Secretary and the Nation (in each case to the extent required in the opinion of Lender's counsel) promptly after receipt of approval by the Administrative Agent Secretary, and (iii) the Lender shall have received evidence satisfactory to it, in its sole and absolute discretion), that all actions necessary or, in the opinion of the Lender, desirable to perfect and protect the Liens of the Leasehold Mortgages have been taken. Upon such recording, the Leasehold Mortgages will create a valid and perfected first security interest in the Collateral Agent described therein securing the Loan, subject only to any applicable Permitted Encumbrances and such matters identified on Schedule I. 9.2. The Secretary shall grant to the Nation the right to hold the State's Land in restricted fee status, which grant is anticipated on or about November 29, 2002. 9.3. Borrower shall have received cooperated with Lender's counsel and shall have promptly submitted this Agreement and the following with respect other Loan Documents, within two (2) Banking Days after the Second Closing Date, to the real property subject Commission in order to obtain a Mortgage as determination by the Commission that this Agreement and each of the First Amendment Effective Date (other Loan Documents do not constitute a "management contract." The Commission shall have issued a declination letter stating that this Agreement and the “Existing Mortgaged Property”): (a) other Loan Documents do not constitute a "management contract." 9.4. The Commission shall approve the Ordinance prior to the extent requested by the Collateral Agentor on November 29, an amendment to each existing Mortgage (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such existing 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, in each case in form and substance reasonably satisfactory to the Collateral Agent, (b) with respect to each Mortgage Amendment2002. 9.5. The tribal liquor ordinance, to the extent requested required by applicable law, shall have been certified by the Collateral AgentSecretary prior to Project Completion (and the State if required under the Compact) in accordance with all Legal Requirements such that it will be in full force and effect. To the extent legally required, opinions in the reasonable opinion of local counsel Lender's counsel, the Borrower has obtained or such other special counsel will obtain prior to Project Completion from the State a permit for the sale of liquor within the Facility and/or Project. 9.6. IGT and Bally, as providers of equipment lease financing to the Loan PartiesBorrower, which opinions prior to or on December 18, 2002: (i) shall have provided to Lender for its approval, such approval not to be addressed to unreasonably withheld, conditioned or delayed, the Collateral Agent equipment lease financing agreements and each of the Lenders, (ii) shall cover the due authorization, execution, delivery and enforceability upon approval of the respective Mortgage equipment lease financing agreements, which shall contain terms substantially as amended by set forth in the Mortgage Amendment Term Sheets with IGT and Bally attached hereto as Exhibit K, shall have executed and delivered intercreditor agreements in accordance with the conditions set forth in Section 8.3(e)(iii)(A). 9.7. Borrower shall enter into an agreement with the Lender and an Eligible Institution to establish the Sinking Fund Account, such other matters incident agreement to the transactions contemplated herein as Administrative Agent may reasonably request and (iii) shall be in a form and substance reasonably satisfactory to the Collateral Agent Lender, in its sole and absolute discretion, prior to Project Completion. 9.8. Lender shall have received and approved the following matters, which approval shall not be unreasonably withheld, conditioned or delayed: (ca) Upon recording of the Leasehold Mortgages, a lender's title insurance policy in the form of Exhibit I attached hereto, ensuring that the Leasehold Mortgages constitute a first leasehold lien on the mortgaged property, and reports of Uniform Commercial Code, tax, judgment and lien searches, each of which shall be satisfactory to Lender in its sole and absolute discretion, in an amount equal to the amount of Advances as of such other certificatesdate, documents and information in connection with the foregoing such exceptions as are reasonably requested by the Lenders. Subject acceptable to the rights Lender and with such endorsements as the Lender shall require and are commercially available, together with reinsurance allowing for direct access, from re-insurers and in amounts each of which are reasonably acceptable to the Administrative AgentLender; (b) Such evidence (including an opinion of counsel for Borrower acceptable to Lender, if required by Lender) as Lender may reasonably require that any required consents or approvals to the execution, delivery, performance and enforcement of this Agreement, the Collateral Agent Deed, the Leases, the Leasehold Mortgages, the Non-Disturbance and Attornment Agreement, the Non-Disturbance and Attornment Agreement (Head Lease) and the Lenders under Section 5.11Non-Disturbance and Attornment Agreement (Sub-Sublease) and the other Loan Documents, the Mortgages delivered on the New Mortgaged Property shall be all of the Mortgages required with respect to such propertyhave been validly obtained and are in full force and effect.

Post-Closing Conditions. (i) Within 60 90 days following the First Amendment Effective Closing Date (or such later date longer period of time as Agent may be agreed consent to by the Administrative Agent in writing in its sole discretion), the Collateral Agent shall have received receive the following with respect following: (a) Mortgages on the Closing Date Gathering Station Real Property and any other Material Gathering Station Real Property, in each case, to the real property subject to a Mortgage extent constituting, as of the First Amendment Effective Date Closing Date, Material Gathering Station Real Property (but, for the “Existing Mortgaged Property”): (a) to the extent requested by the Collateral Agentavoidance of doubt, an amendment to each existing Mortgage (each a “Mortgage Amendment”) excluding any Excluded Assets), duly executed and acknowledged by the Borrower or the applicable Loan PartySubsidiary Guarantor, and in the proper form for recording in the applicable recording office where such existing Mortgage was recordedoffice, together with such certificates, affidavits, affidavits or questionnaires or returns as shall be required under applicable law in connection with the recording or filing thereof under applicable Lawthereof, in each case in form and substance reasonably satisfactory to the Collateral Agent; provided, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Gathering Station Real Property of Borrower and the applicable Subsidiary Guarantors as of the Closing Date; (b) Mortgages on the Closing Date Pipeline Systems Real Property (and, if necessary, any other Pipeline Systems Real Property) that, when taken together with respect the Material Gathering Station Real Property mortgaged pursuant to Section 10.1.13(a), constitute not less than a substantial majority (as mutually agreed by the Borrower and the Agent each Mortgage Amendmentacting reasonably and in good faith) of the value (including the net book value of improvements owned by Borrower or any Subsidiary Guarantor and located thereon or thereunder) of the Gathering System Real Property as of the Closing Date (but, for the avoidance of doubt, excluding any Excluded Assets), duly executed and acknowledged by the Borrower or the applicable Subsidiary Guarantor, and in the proper form for recording in the applicable recording office, together with such certificates, affidavits or questionnaires as shall be required under applicable law in connection with the recording or filing thereof, in each case in form and substance reasonably satisfactory to the Agent; provided, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Pipeline Systems Real Property of Borrower and the applicable Subsidiary Guarantors as of the Closing Date (other than, for the avoidance of doubt, to the extent requested that such Pipeline Systems Real Property (i) is associated with the DFW system located in the ▇▇▇▇▇▇▇ Shale or (ii) would be similarly administratively burdensome to mortgage, as determined by Borrower in good faith, unless otherwise instructed by Agent (in its reasonable discretion) in the Collateral Agentcase of clause (ii)); (c) Deposit Account Control Agreements on all Deposit Accounts (other than Excluded Accounts) of Borrower and Subsidiary Guarantors, including their Dominion Accounts; (d) an updated version of Schedule 9.1.5(b), which shall be updated to also include all Material Gathering Station Real Property and any other Gathering Station Real Property (i) that is required to be mortgaged pursuant to Section 10.1.13(a), (ii) that has a net book value exceeding $2,500,000 or (iii) on which Equipment included in the Borrowing Base is located, which shall include the net book value (including the net book value of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) of such property; (e) an updated version of Schedule 9.1.5(c), which shall be updated to also include any other Pipeline Systems Real Property (i) that is required to be mortgaged pursuant to Section 10.1.13(b), (ii) that has a net book value exceeding $5,000,000 or (iii) on which Equipment included in the Borrowing Base is located, which shall include the net book value (including the net book value of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) of such property; (f) opinions of counsel and/or local counsel or such other special counsel to the Loan PartiesBorrower and the Subsidiary Guarantors, as applicable, which opinions (i) shall be addressed to the Collateral Agent and each of the Lenders, (ii) shall cover the due authorization, execution, delivery and enforceability of the respective each such Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as Administrative Agent may reasonably request Deposit Account Control Agreement and (iii) shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and Agent; and (cg) such other certificates, documents and information related to the deliverables in connection with the foregoing clauses (a), (b) and (c) as are reasonably requested by the Lenders. Subject to the rights of the Administrative Agent, the Collateral Agent and the Lenders under Section 5.11, the Mortgages delivered on the New Mortgaged Property shall be all of the Mortgages required with respect to such property.; and

Post-Closing Conditions. Within 60 30 days following of the First Amendment Effective Date (or such later date as may be agreed Date, the Borrower and the Parent shall have delivered the following to by the Administrative Agent in its sole discretion), the Collateral Agent shall have received the following with respect to the real property subject to a Mortgage as of the First Amendment Effective Date (the “Existing Mortgaged Property”): (a) to the extent requested by the Collateral Agent, an amendment to each existing Mortgage (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such existing 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, in each case in form and substance reasonably satisfactory to the Collateral Administrative Agent: (a) evidence satisfactory to the Administrative Agent that the Oil & Gas Properties subject to Mortgages represent at least 80% of the total value of the proved Oil & Gas Properties evaluated in the Reserve Report and included in the Borrowing Base, (b) with respect to each Mortgage Amendmentand, to the extent requested by that the Oil and Gas Properties subject to Mortgages do not represent at least 80% of such total value, the Parent or the Borrower shall, and shall cause the Restricted Subsidiaries to, grant to the Administrative Agent as security for the Secured Obligations a first-priority Lien interest (subject only to Liens permitted pursuant to Section 6.02 of the Credit Agreement) on additional Oil and Gas Properties not already subject to a Lien of the Collateral AgentDocuments such that after giving effect thereto, opinions the Oil and Gas Properties subject to Mortgages will represent at least 80% of local counsel or such total value, in each case, together with such additional Collateral Documents, information and other special counsel to deliverables as the Loan Parties, which opinions (i) shall be addressed to the Collateral Agent and each of the Lenders, (ii) shall cover the due authorization, execution, delivery and enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as Administrative Agent may reasonably request request, in accordance with Section 5.13 of the Credit Agreement; and (b) title reports and (iii) other title information consistent with usual and customary standards for the geographic regions in which the proved Oil and Gas Properties evaluated in the Reserve Report are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Borrower and its Restricted Subsidiaries, such that the Administrative Agent shall be in form and substance reasonably satisfactory have received, together with title information previously delivered to the Collateral Agent and (c) such other certificates, documents and information in connection with the foregoing as are reasonably requested by the Lenders. Subject to the rights of the Administrative Agent, the Collateral Agent and the Lenders under Section 5.11, the Mortgages delivered on the New Mortgaged Property shall be all of the Mortgages required satisfactory title information with respect to at least 80% of the total value of the Oil and Gas Properties evaluated in the Reserve Report. Each of the Borrower and the Parent acknowledge and agree that the failure of such propertyCredit Party to deliver the documents required under this Section 8 within the time period proscribed therefor shall result in an immediate Event of Default under Section 7.01 of the Credit Agreement.

Post-Closing Conditions. Within (a) Not later than 60 days following after the First Amendment Effective Date (or such later date as may be agreed to by which the Administrative Agent in its sole discretionmay agree reasonably agree), the Collateral Agent shall have received the following with respect to the real property subject to a Mortgage as of the First Amendment Effective Date (the “Existing each Mortgaged Property”): (a) , the Borrowers shall deliver or cause to be delivered the following documents, in form and substance reasonably satisfactory to the extent requested by the Collateral Administrative Agent, : (i) an amendment to each the existing Mortgage (each a the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such existing 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, in each case in form and substance reasonably satisfactory to the Collateral Agent, (b) with respect to each Mortgage Amendment, to the extent requested by the Collateral Agent, opinions of local counsel or such other special counsel to the Loan Parties, which opinions (i) shall be addressed to the Collateral Agent and each of the Lenders, law; (ii) shall cover opinions of counsel, covering, among other things, the due authorization, execution, delivery and enforceability of the respective Mortgage applicable Mortgage, as the same has been amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as Administrative Agent may reasonably request and Amendment; (iii) a date down endorsement to the existing title policy (or, where such endorsement is not available, a new title policy), which shall insure that, as of the date of such endorsement or new title policy, the Mortgaged Property is free and clear of all defects and encumbrances other than Permitted Encumbrances; (iv) evidence of payment by the Borrowers of all applicable title insurance premiums, search and examining charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above and the issuance of the date down endorsements or new title policies referred to above; and (v) such affidavits, certificates, information or instruments of indemnification as shall be in form and substance reasonably satisfactory required to induce the Collateral Agent and (c) such other certificates, documents and information in connection with title company to issue the foregoing as are reasonably requested by the Lenders. Subject endorsement or new title policy referred to the rights of the Administrative Agent, the Collateral Agent and the Lenders under Section 5.11, the Mortgages delivered on the New Mortgaged Property shall be all of the Mortgages required with respect to such propertyabove.

Post-Closing Conditions. Within 60 days following the First Amendment Effective Date (The Borrower shall deliver, or such later date as may cause to be agreed delivered, to by the Administrative Agent and/or the Collateral Agent, each document, instrument or agreement, and take each action, or cause to be taken each action, set forth in its this Section 4.03, in each case on or prior to the date specified in this Section 4.03: (a) on or before June 30, 2002, the Borrower shall deliver to the Administrative Agent and/or the Collateral Agent the Perfection Certificate, fully completed and executed by an Authorized Officer of the Borrower; (b) on or before the Post-Closing Date, the Borrower shall deliver, or cause to be delivered to the Administrative Agent and/or the Collateral Agent, each of the following, all in form and substance acceptable to the Administrative Agent and the Required Lenders in their sole discretion: (i) a Security Agreement duly executed by the Borrower and certain of its Subsidiaries granting to the Collateral Agent a first priority security interest in all of the personal property of the Borrower and such Subsidiaries described on, or otherwise located at the locations set forth on, Schedule 5 as security for the Lender Indebtedness; (ii) Mortgages duly executed by the Borrower and certain of its Subsidiaries granting to the Collateral Agent a first priority perfected Lien in and to all Mortgaged Real Property owned by the Borrower and such Subsidiaries as of the Post-Closing Date, subject to Permitted Encumbrances; (iii) completed UCC-1 financing statements necessary to perfect the Liens and security interests created by the Security Agreements and the Mortgages; (iv) in addition to the UCC-1 financing statements required by clause (iii) preceding, such other documents, instruments and agreements as the Administrative Agent and/or the Collateral Agent may reasonably request to fully evidence and perfect the Liens created by the Security Instruments; (v) Landlord Consent and Subordination Agreements duly executed and delivered by each landlord of Mortgaged Real Property, in form and substance satisfactory to the Administrative Agent and/or the Collateral Agent; (vi) Landlord Waiver Agreements duly executed and delivered by each landlord of Real Property leased by the Borrower or any Subsidiary (other than Mortgaged Real Property), in form and substance satisfactory to the Administrative Agent and/or the Collateral Agent; (vii) all Property in which the Administrative Agent and/or Collateral Agent shall, at such time, be entitled to have a Lien pursuant to this Agreement or any other Loan Document shall have been physically delivered to the possession of the Administrative Agent and/or the Collateral Agent to the extent that such possession is necessary for the purpose of perfecting the Administrative Agent's and/or Collateral Agent's Lien in such Collateral; (viii) the Administrative Agent shall have received such UCC, tax and judgment lien search reports listing all documentation on file against the following Borrower, each Subsidiary and such other Persons as the Administrative Agent may require in each jurisdiction in which Borrower, such Subsidiaries and such other Persons has a principal place of business and/or jurisdiction of organization and in which any Collateral is or has been located; (ix) the Administrative Agent shall have received such duly executed UCC-3 termination statements and such other documentation as shall be necessary to terminate or release all Liens encumbering the Collateral not otherwise permitted by this Agreement; (x) the Administrative Agent shall have received evidence that the insurance required by Section 6.05 is in effect; (xi) the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated as of the Post-Closing Date) of (A) Haynes & Boone, LLP, counsel for the Borrower and the Subsidiar▇▇▇ ▇ par▇▇ ▇▇ any Loan Document, and (B) counsel for the Borrower and its Subsidiaries in each jurisdiction where any Mortgaged Real Property or other Collateral is located, in form and substance satisfactory to the Administrative Agent, and covering such matters as the Administrative Agent or the Required Lenders shall reasonably request; (xii) the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and its Subsidiaries, the authorization of the Transactions and any other legal matters relating to the Borrower, its Subsidiaries, this Agreement, the other Loan Documents and/or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel; (xiii) the Administrative Agent shall have received a certificate, dated as of the Post-Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02; (xiv) the Administrative Agent, the Arranger and the Lenders shall have received all fees and other amounts due and payable pursuant to the Fee Letter, this Agreement or any other Loan Document on or prior to the Post-Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document; (xv) the Administrative Agent shall have received a Commitment for a Mortgagee's Policy of Title Insurance in form and substance satisfactory to the Administrative Agent with respect to the real property subject to a Mortgage as of the First Amendment Effective Date (the “Existing Mortgaged Real Property”): (a) to the extent requested by the Collateral Agent, an amendment to each existing Mortgage (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such existing Mortgage was recorded, together with evidence satisfactory to the Administrative Agent that Mortgagee's Policies of Title Insurance will be issued pursuant to each such certificates, affidavits, questionnaires or returns as commitment and all premiums therefore have been paid; (xvi) the Administrative Agent shall be required in connection with the recording or filing thereof under applicable Law, in each case have received surveys in form and substance reasonably satisfactory acceptable to the Collateral Agent, (b) Administrative Agent with respect to each Mortgage Amendment, to all Mortgaged Real Property; and (xvii) the extent requested by the Collateral Agent, opinions of local counsel or such other special counsel to the Loan Parties, which opinions (i) shall be addressed to the Collateral Administrative Agent and each its counsel shall have received all information, approvals, documents or instruments as the Administrative Agent or its counsel may reasonably request. All documents executed or submitted pursuant to this Section 4.03 by and on behalf of the Lenders, (ii) shall cover the due authorization, execution, delivery and enforceability Borrower or any of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as Administrative Agent may reasonably request and (iii) its Subsidiaries shall be in form and substance reasonably satisfactory to the Collateral Administrative Agent and (c) such other certificates, documents and information in connection with the foregoing as are reasonably requested by the Lenders. Subject to the rights of the Administrative Agent, the Collateral Agent and the Lenders under Section 5.11, the Mortgages delivered on the New Mortgaged Property shall be all of the Mortgages required with respect to such propertyits counsel.

Post-Closing Conditions. (a) Within 60 ninety (90) days following after the First Amendment No. 1 Effective Date (or such later date longer period of time as may be agreed to by the Administrative Agent in its sole discretionAgent), the Collateral Agent shall have received the following with respect to each existing Mortgage, the real property subject to a Mortgage as of Borrower shall provide the First Amendment Effective Date (Administrative Agent the “Existing Mortgaged Property”): (a) following items, in each case in form and substance reasonably acceptable to the extent requested by the Collateral Administrative Agent, : (i) an amendment to each existing Mortgage (each each, a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such existing 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 Lawlaw, in each case duly executed by the appropriate Loan Party; (ii) counterparts of the Mortgage Amendments duly executed, acknowledged and delivered by the appropriate Loan Party and in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid second and substance reasonably subsisting Lien (subject only to Liens set forth on Schedule 5.08(b) of the Credit Agreement and Liens otherwise permitted by Section 7.01 of the Credit Agreement) on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and evidence that all required filing, documentary, stamp, intangible and recording taxes and fees have been paid (or that arrangements for the payment thereof satisfactory to the Collateral Agent, Administrative Agent have been made); (biii) with respect to each Mortgage Amendment, a title search dated within thirty (30) days of delivery of such Mortgage Amendment conducted by a title insurance company which reflects that the Mortgaged Property subject to such Mortgage Amendment is free and clear of all defects and encumbrances other than Liens set forth on Schedule 5.08(b) of the extent requested Credit Agreement and Liens otherwise permitted by Section 7.01 of the Credit Agreement; and (iv) evidence of the insurance required by the Collateral Agentterms of the Mortgages and Section 6.07 of the Credit Agreement. (b) Within thirty (30) days after the recording of each Mortgage Amendment, opinions of local counsel or such other special counsel longer period as agreed to by the Loan PartiesAdministrative Agent in its reasonable discretion, which opinions (i) shall be addressed to the Collateral Agent and each of the Lenders, (ii) shall cover the due authorization, execution, delivery and enforceability of the respective Mortgage as amended a confirmatory lien search conducted by a title insurance company that the Mortgage Amendment was duly recorded and that the Mortgaged Property subject to such Mortgage Amendment was free and clear of all defects and encumbrances other matters incident to the transactions contemplated herein as Administrative Agent may reasonably request and (iiithan Liens set forth on Schedule 5.08(b) shall be in form and substance reasonably satisfactory to the Collateral Agent and (c) such other certificates, documents and information in connection with the foregoing as are reasonably requested by the Lenders. Subject to the rights of the Administrative Agent, the Collateral Agent Credit Agreement and the Lenders under Liens otherwise permitted by Section 5.11, the Mortgages delivered on the New Mortgaged Property shall be all 7.01 of the Mortgages required with respect to Credit Agreement as of the date of such propertyrecording.