Common use of Post-Closing Covenant Clause in Contracts

Post-Closing Covenant. (a) Within 90 days of the Issue Date (or such later date as the First Lien Agent may agree in its reasonable discretion), the Notes Collateral Agent shall have received, with respect to each Mortgaged Real Property, each of the following, in form and substance reasonably satisfactory to the Notes Collateral Agent: (i) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Real Property, duly executed and delivered by the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create a valid and enforceable Lien, subject to Permitted Collateral Liens, in favor of the Notes Collateral Agent for the benefit of itself and the other Noteholder Secured Parties; (ii) mortgagee’s title insurance policy or marked up unconditional binder of title insurance (subject to Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to such title insurance company); (iii) either (x) an ALTA survey prepared and certified to the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery of each Mortgage, each, in form and substance reasonably satisfactory to the Notes Collateral Agent. (b) Within 60 days of the Issue Date (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts to deliver customary insurance certificates with respect to liability insurance and insurance policies maintained by the Issuer and Guarantors covering their properties and business against loss or damage, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder and, in the case of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming the Notes Collateral Agent as loss payee thereunder.

Post-Closing Covenant. (a) Within 90 days Subject to the provisions of the Issue Collateral and Guarantee Requirement and any applicable limitations in any Loan Document, Borrower hereby agrees with the Administrative Agent to deliver, on or before the date that is: i. 30 days after the Amendment No. 5 Effective Date (or such later date longer period of time as may be agreed by the First Lien Administrative Agent may agree in its reasonable sole discretion), the Notes Collateral Agent shall have received, with respect to each Mortgaged Real Property: (A) 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 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 of the following, case in form and substance reasonably satisfactory to the Notes Collateral Agent:Administrative Agent and otherwise approved by the applicable local counsel for filing in the appropriate jurisdiction; and (iB) counterparts of each Mortgage to be entered into with respect to each Mortgage Amendment, a datedown endorsement to each existing mortgage title policy (if such endorsement is not available in the jurisdiction, a title search and modification endorsement in lieu thereof) (each, a “Datedown Endorsement,” collectively, the “Datedown Endorsements”) relating to the Mortgaged Real PropertyProperty subject to such Mortgage insuring the Administrative Agent that such Mortgage, duly executed and delivered as amended by the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create Mortgage Amendment is a valid and enforceable Lien, subject to Permitted Collateral Liens, first priority lien on such Mortgaged Property in favor of the Notes Collateral Agent for the benefit of itself the Secured Parties and that there are no Liens of record in violation of the other Noteholder Secured Parties; (ii) mortgagee’s title insurance policy or marked up unconditional binder provisions of title insurance (subject to Permitted Collateral Liens) in amount, formthe Loan Documents, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor Datedown Endorsement shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to such title insurance company); (iii) either (x) an ALTA survey prepared and certified to the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery of each Mortgage, each, otherwise be in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent. (b) Within 60 days of the Issue Date (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts to deliver customary insurance certificates with respect to liability insurance and insurance policies maintained by the Issuer and Guarantors covering their properties and business against loss or damage, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder and, in the case of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming the Notes Collateral Agent as loss payee thereunder.

Post-Closing Covenant. (a) Within 90 days Subject to the provisions of the Issue Collateral and Guarantee Requirement and any applicable limitations in any Loan Document, Borrower hereby agrees with the Administrative Agent to deliver, on or before the date that is 60 days after the Amendment Effective Date (or such later date longer period of time as may be agreed by the First Lien Administrative Agent may agree in its reasonable sole discretion), the Notes Collateral Agent shall have received, with respect to each Mortgaged Real Property: (a) 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 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 Administrative Agent and otherwise approved by the applicable local counsel for filing in the appropriate jurisdiction; (b) with respect to each Mortgage Amendment (other than those Mortgage Amendments relating to Mortgaged Property located in New Jersey and Ohio), a datedown endorsement to each existing mortgage title policy (if such endorsement is not available in the jurisdiction, a title search and modification endorsement in lieu thereof) (each, a “Datedown Endorsement,” collectively, the “Datedown Endorsements”) relating to the Mortgaged Property subject to such Mortgage insuring the Administrative Agent that such Mortgage, as amended by such Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the followingCollateral Agent for the benefit of the Secured Parties and that there are no Liens of record in violation of the provisions of the Loan Documents, and such Datedown Endorsement shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent; and (c) with respect to each Mortgage Amendment relating to Mortgaged Property located in New Jersey and Ohio, (i) title searches in form and substance reasonably acceptable to the Administrative Agent, conducted by a title insurance company reasonably acceptable to the Administrative Agent, which reflect that there are no Liens of record in violation of the provisions of the Loan Documents and (ii) opinions addressed to the Administrative Agent and the Collateral Agent for its benefit and for the benefit of the Secured Parties of (A) local counsel in each jurisdiction where the Mortgaged Property is located with respect to the enforceability and perfection of the Mortgages, as amended by such Mortgage Amendments, and other matters customarily included in such opinions and (ii) counsel for the Borrower regarding due authorization, execution and delivery of such Mortgage Amendments, in each case, in form and substance reasonably satisfactory to the Notes Collateral Agent: (i) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Real Property, duly executed and delivered by the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create a valid and enforceable Lien, subject to Permitted Collateral Liens, in favor of the Notes Collateral Agent for the benefit of itself and the other Noteholder Secured Parties; (ii) mortgagee’s title insurance policy or marked up unconditional binder of title insurance (subject to Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to such title insurance company); (iii) either (x) an ALTA survey prepared and certified to the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery of each Mortgage, each, in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent. (b) Within 60 days of the Issue Date (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts to deliver customary insurance certificates with respect to liability insurance and insurance policies maintained by the Issuer and Guarantors covering their properties and business against loss or damage, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder and, in the case of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming the Notes Collateral Agent as loss payee thereunder.

Post-Closing Covenant. Within one hundred twenty (120) days of the Ninth Amendment Closing Date, unless waived or extended by the Administrative Agent in its sole discretion, the Administrative Agent shall have received either the items listed in the following clause (a) Within 90 days of or the Issue Date items listed in the following clause (or such later date as the First Lien Agent may agree in its reasonable discretion), the Notes Collateral Agent shall have received, b) with respect to each any existing Mortgaged Real PropertyProperty located in the United States: (a) written confirmation from local counsel to the applicable Loan Party and the title insurance company confirming that no mortgage amendment, each title datedown endorsement or other action is required to such Mortgage in connection with this Ninth Amendment in order to ensure and insure the continued validity, perfection and priority of the followingLiens and security interests granted to the Administrative Agent under such Mortgage and insured by the title insurance company for the benefit of the Administrative Agent to secure the payment of the Secured Obligations (as defined in such Mortgage), as amended by this Ninth Amendment (it being understood that such confirmation shall be in form and substance reasonably acceptable to the Administrative Agent); together with a title search to the applicable Mortgaged Property demonstrating that such Mortgaged Property is free and clear of all Liens, except Permitted Liens; or (b) (i) an amendment to each Mortgage encumbering Mortgaged Property (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each 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 Notes Collateral Agent:Administrative Agent and otherwise approved by the applicable local counsel for filing in the appropriate jurisdiction; (iii) counterparts of each Mortgage to be entered into with respect to each Mortgage Amendment, a datedown endorsement to the existing mortgage title insurance policies (each, a “Mortgage Policy,” collectively, the “Mortgage Policies”) relating to the Mortgage encumbering the Mortgaged Property subject to such Mortgaged Real PropertyMortgage insuring the Administrative Agent that such Mortgage, duly executed and delivered as amended by the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create Mortgage Amendment is a valid and enforceable Lien, subject to Permitted Collateral Liens, lien on such Mortgaged Property in favor of the Notes Collateral Administrative Agent for the benefit of itself the Secured Parties free and the other Noteholder Secured Parties; (ii) mortgagee’s title insurance policy or marked up unconditional binder clear of title insurance (subject to all defects, encumbrances and liens except for Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor Mortgage Policy shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to such title insurance company); (iii) either (x) an ALTA survey prepared and certified to the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery of each Mortgage, each, otherwise be in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent. (b) Within 60 days of the Issue Date (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts to deliver customary insurance certificates with respect to liability insurance and insurance policies maintained by the Issuer and Guarantors covering their properties and business against loss or damage, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder and, in the case of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming the Notes Collateral Agent as loss payee thereunder.;

Post-Closing Covenant. (a) Within 90 On or before the date that is sixty (60) days of after the Issue Date (Second Amendment Effective Date, or such later date longer period as agreed to by the First Lien Collateral Agent may agree in its reasonable discretion), the Notes Collateral Agent shall have received, in form and substance satisfactory to the Collateral Agent (and the holders of Notes shall have received copies of): (i) fully executed and notarized Mortgage Instruments encumbering the Mortgaged Properties as to properties owned by the Domestic Credit Parties; (ii) a title report in respect of each of the Mortgaged Properties; (iii) with respect to each Mortgaged Real Property, each a Mortgage Policy assuring the Collateral Agent that the Mortgage Instrument with respect to such Mortgaged Property creates a valid and enforceable first priority mortgage lien on such Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens (other than those described in clause (n) of the followingdefinition of such term), which Mortgage Policy shall be in form and substance reasonably satisfactory to the Notes Collateral Agent: (i) counterparts of each Mortgage to be entered into with respect to each Agent and shall provide for affirmative insurance and such Mortgaged Real Property, duly executed and delivered by reinsurance as the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create a valid and enforceable Lienrequest, subject to Permitted Collateral Liens, in favor all of the Notes Collateral Agent for the benefit of itself and the other Noteholder Secured Parties; (ii) mortgagee’s title insurance policy or marked up unconditional binder of title insurance (subject to Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to such title insurance company); (iii) either (x) an ALTA survey prepared and certified to the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery of each Mortgage, each, foregoing in form and substance reasonably satisfactory to the Notes Collateral Agent; (iv) evidence as to (A) whether any Mortgaged Property is a Flood Hazard Property and (B) if any Mortgaged Property is a Flood Hazard Property, (1) whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (2) the applicable Domestic Credit Party's written acknowledgment of receipt of written notification from the Collateral Agent (I) as to the fact that such Mortgaged Property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of insurance policies or certificates of insurance of the Domestic Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Collateral Agent and naming the Collateral Agent as loss payee on behalf of the holders of Notes; (v) maps or plats of an as-built survey of the sites of the Mortgaged Properties certified to the Collateral Agent and the Title Insurance Company in a manner reasonably satisfactory to them, dated a date satisfactory to each of the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to each of the Collateral Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable title policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 2005, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites necessary to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if the site is described as being on a filed map, a legend relating the survey to said map; provided that the Collateral Agent, in its sole discretion, may waive all or a portion of the foregoing survey requirements or accept an existing survey with respect to any Mortgaged Property in satisfaction of the foregoing requirements to the extent the Mortgaged Policy with respect to such Mortgaged Property is in form and substance satisfactory to the Collateral Agent; (vi) copies of the most recent third-party environmental reviews of all Mortgaged Properties, including but not limited to Phase I environmental assessments; (vii) to the extent requested by the Collateral Agent, opinions of counsel to the Domestic Credit Parties for each jurisdiction in which the Mortgaged Properties are located; (viii) to the extent the Mortgage Policies do not provide zoning endorsements and to the extent available, zoning letters from each municipality or other Governmental Authority for each jurisdiction in which the Mortgaged Properties are located; and (ix) an appraisal of each Mortgaged Property, in form and substance satisfactory to the Collateral Agent. (b) Within 60 On or before the date that is forty-five (45) days of after the Issue Date (Second Amendment Effective Date, or such longer period as may be agreed to by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts the holders of Notes shall have received, in form and substance satisfactory to deliver customary insurance certificates with respect to liability insurance and insurance policies maintained by the Issuer and Guarantors covering their properties and business against loss or damage, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder andAgent, in the case of each casualty insurance policyany personal property Collateral located at premises leased by a Domestic Credit Party as set forth on Schedule 3.8(ii) of the Second Amendment, where applicablecopies of such estoppel letters, contain either a loss payable clause consents and waivers from the landlords of such real property to the extent required in accordance with Section 9.10. (c) On or a customary endorsement naming before the Notes date that is forty-five (45) days after the Second Amendment Effective Date, or such longer period as agreed to by the Collateral Agent in its discretion, the holders of Notes shall have received, in form and substance satisfactory to the Collateral Agent, copies of Deposit Account Control Agreements to the extent required by Section 10.15. (d) On or before the date that is forty-five (45) days after the Second Amendment Effective Date, or such longer period as loss payee thereunderagreed to by the Collateral Agent in its discretion, the holders of Notes shall have received, in form and substance satisfactory to the Collateral Agent, copies of Securities Account Control Agreements to the extent required by Section 10.15. (e) On or before the date that is thirty (30) days after the Second Amendment Effective Date, or such longer period as agreed to by the Collateral Agent in its discretion, the Collateral Agent shall have received, in form and substance satisfactory to the Collateral Agent, all intercompany notes in the possession of any of the Credit Parties and required to be pledged as Collateral pursuant to Section 9.9, together with applicable allonges or assignments as may be necessary or appropriate to perfect the Collateral Agent's and the holders of Notes' security interest in such Collateral, and the holders of Notes shall have received copies of such intercompany notes, allonges and/or assignments. (f) On or before the date that is forty-five (45) days after the Second Amendment Effective Date, or such longer period as agreed to by the Collateral Agent in its discretion, the Collateral Agent shall have received, in form and substance satisfactory to the Collateral Agent, endorsements of insurance evidencing liability, casualty, property and business interruption insurance meeting the requirements set forth herein or in the Security Documents, and the holders of Notes shall have received copies thereof. (g) On or before the date that is seven (7) days after the Second Amendment Effective Date, or such longer period as agreed to by the Required Holders in their discretion, the holders of Notes shall have received, in form and substance satisfactory to them, an opinion of Ohio counsel with respect to J&F International USA, Inc. (h) A new Section 9.13 is hereby added to the Existing Note Purchase Agreement to read in its entirety as follows:

Post-Closing Covenant. (a) Within 90 days of Notwithstanding anything to the Issue Date (or such later date as contrary in the First Lien Agent may agree in its reasonable discretion)Credit Agreement, the Notes Collateral Loan Parties, the Agent shall have received, with respect to each Mortgaged Real Property, each of and the following, in form Required Supermajority Lenders hereby acknowledge and substance reasonably satisfactory to the Notes Collateral Agentagree as follows: (i) counterparts of each Mortgage any In-Transit Inventory that satisfies the applicable requirements to be entered into with respect Eligible In-Transit Inventory, other than any requirement to each such Mortgaged Real Propertydeliver a Customs Broker Agreement (the “Specified In-Transit Inventory”), duly executed and delivered by may be included in the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create a valid and enforceable Lien, subject to Permitted Collateral Liens, in favor of the Notes Collateral Agent for the benefit of itself and the other Noteholder Secured Parties; (ii) mortgagee’s title insurance policy or marked up unconditional binder of title insurance (subject to Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewithCanadian Borrowing Base, the Issuer Domestic Revolving Borrowing Base or the applicable Guarantor shall deliver Term Loan Borrowing Base during the period from the First Amendment Effective Date to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to such title insurance company); date sixty (iii60) either (x) an ALTA survey prepared and certified to days after the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery of each Mortgage, each, in form and substance reasonably satisfactory to the Notes Collateral Agent. (b) Within 60 days of the Issue First Amendment Effective Date (or such longer period of time as may be agreed to by the Notes Collateral Agent in its sole discretionPermitted Discretion) (the “Specified Period”), ; (ii) the Loan Parties shall use commercially reasonable efforts to deliver customary insurance certificates deliver, or cause to be delivered, to the Agent, a Customs Broker Agreement duly executed by the applicable Loan Party and each applicable customs broker, NVOCC, or other carrier engaged by any Loan Party with respect to liability insurance and insurance policies maintained by the Issuer and Guarantors covering their properties and business against loss or damage, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder and, Specified In-Transit Inventory in the case Canadian Borrowing Base, the Domestic Revolving Borrowing Base or the Term Loan Borrowing Base; (iii) in the event that during the Specified Period a Default or an Event of each casualty insurance policyDefault has occurred and is continuing, where applicablethe Agent may in its Permitted Discretion establish Reserves relating to any Specified In-Transit Inventory included as Eligible In-Transit Inventory in the Canadian Borrowing Base, contain either a loss payable clause the Domestic Revolving Borrowing Base or a customary endorsement naming the Notes Collateral Term Loan Borrowing Base; (iv) following the Specified Period, the Agent may establish such Reserves relating to any Specified In-Transit Inventory as loss payee thereunderthe Agent may determine in its Permitted Discretion; provided that the Agent shall be under no obligation to include any Specified In-Transit Inventory if it does not satisfy all of the requirements of Eligible In-Transit Inventory in the Canadian Borrowing Base, the Domestic Revolving Borrowing Base or the Term Loan Borrowing Base; and (v) nothing herein shall be deemed to limit the Agent’s right to impose Reserves with respect to any In-Transit Inventory in accordance with the terms of the Credit Agreement, whether before, during or after the Specified Period.

Post-Closing Covenant. (a) Within Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Loan Document, Borrower hereby agrees with the Administrative Agent to: i. within 90 days of after the Issue Amendment Effective Date (or such later date longer period of time as may be agreed by the First Lien Administrative Agent may agree in its reasonable sole discretion), the Notes Collateral Agent shall have received, with respect to each Mortgaged Real Property: (A) 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 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 of the following, case in form and substance reasonably satisfactory to the Notes Collateral Agent:Administrative Agent and otherwise approved by the applicable local counsel for filing in the appropriate jurisdiction; and (iB) counterparts of each Mortgage to be entered into with respect to each Mortgage Amendment, a datedown endorsement to each existing mortgage title policy (if such endorsement is not available in the jurisdiction, a title search and modification endorsement in lieu thereof) (each, a “Datedown Endorsement,” collectively, the “Datedown Endorsements”) relating to the Mortgaged Real PropertyProperty subject to such Mortgage insuring the Administrative Agent that such Mortgage, duly executed and delivered as amended by the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create Mortgage Amendment is a valid and enforceable Lien, subject to Permitted Collateral Liens, first priority lien on such Mortgaged Property in favor of the Notes Collateral Agent for the benefit of itself the Secured Parties and that there are no Liens of record in violation of the other Noteholder Secured Parties; (ii) mortgagee’s title insurance policy or marked up unconditional binder provisions of title insurance (subject to Permitted Collateral Liens) in amount, formthe Loan Documents, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor Datedown Endorsement shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to such title insurance company); (iii) either (x) an ALTA survey prepared and certified to the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery of each Mortgage, each, otherwise be in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent. (b) Within 60 days of the Issue Date (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts to deliver customary insurance certificates with respect to liability insurance and insurance policies maintained by the Issuer and Guarantors covering their properties and business against loss or damage, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder and, in the case of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming the Notes Collateral Agent as loss payee thereunder.

Post-Closing Covenant. Within one hundred twenty (120) days of the Sixth Incremental Facility Closing Date, unless waived or extended by the Administrative Agent in its sole discretion, the Administrative Agent shall have received either the items listed in the following clause (a) Within 90 days of or the Issue Date items listed in the following clause (or such later date as the First Lien Agent may agree in its reasonable discretion), the Notes Collateral Agent shall have received, b) with respect to each any existing Mortgaged Real PropertyProperty located in the United States: (a) written confirmation from local counsel to the applicable Loan Party and the title insurance company confirming that no mortgage amendment, each title datedown endorsement or other action is required to such Mortgage in connection with this Sixth Amendment in order to ensure and insure the continued validity, perfection and priority of the followingLiens and security interests granted to the Administrative Agent under such Mortgage and insured by the title insurance company for the benefit of the Administrative Agent to secure the payment of the Secured Obligations (as defined in such Mortgage), as amended by this Sixth Amendment (it being understood that such confirmation shall be in form and substance reasonably acceptable to the Administrative Agent); together with a title search to the applicable Mortgaged Property demonstrating that such Mortgaged Property is free and clear of all Liens, except Permitted Liens; or (b) (i) an amendment to each Mortgage encumbering Mortgaged Property (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each 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 Notes Collateral Agent:Administrative Agent and otherwise approved by the applicable local counsel for filing in the appropriate jurisdiction; (iii) counterparts of each Mortgage to be entered into with respect to each Mortgage Amendment, a datedown endorsement to the existing mortgage title insurance policies (each, a “Mortgage Policy,” collectively, the “Mortgage Policies”) relating to the Mortgage encumbering the Mortgaged Property subject to such Mortgaged Real PropertyMortgage insuring the Administrative Agent that such Mortgage, duly executed and delivered as amended by the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create Mortgage Amendment is a valid and enforceable Lien, subject to Permitted Collateral Liens, lien on such Mortgaged Property in favor of the Notes Collateral Administrative Agent for the benefit of itself the Secured Parties free and the other Noteholder Secured Parties; (ii) mortgagee’s title insurance policy or marked up unconditional binder clear of title insurance (subject to all defects, encumbrances and liens except for Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor Mortgage Policy shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to such title insurance company); (iii) either (x) an ALTA survey prepared and certified to the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery of each Mortgage, each, otherwise be in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent.; (biii) Within 60 days of the Issue Date (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts to deliver customary insurance certificates with respect to liability insurance each Mortgaged Property, such affidavits, certificates, information (including financial data) and insurance policies maintained instruments of indemnification (including without limitation, a so-called “gap” indemnification) as shall be required to induce the title company to issue the Mortgage Policies; (iv) evidence acceptable to the Administrative Agent of payment by the Issuer Borrower of all applicable title insurance premiums, search and Guarantors covering their properties examination and business against loss or damagerelated charges, with endorsements (where customary mortgage recording taxes, fees, charges, costs and applicable), which name expenses required for the Notes Collateral Agent as an additional insured thereunder and, in recording of the case Mortgage Amendments and the issuance of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming the Notes Collateral Agent as loss payee thereunderMortgage Policies.

Post-Closing Covenant. (a) Within 90 days Subject to the provisions of the Issue Collateral and Guarantee Requirement and any applicable limitations in any Loan Document, Borrower hereby agrees with the Administrative Agent to deliver, on or before the date that is: i. 30 days after the Amendment No. 4 Effective Date (or such later date longer period of time as may be agreed by the First Lien Administrative Agent may agree in its reasonable sole discretion), the Notes Collateral Agent shall have received, with respect to each Mortgaged Real Property: (A) 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 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 of the following, case in form and substance reasonably satisfactory to the Notes Collateral Agent:Administrative Agent and otherwise approved by the applicable local counsel for filing in the appropriate jurisdiction; and (iB) counterparts of each Mortgage to be entered into with respect to each Mortgage Amendment, a datedown endorsement to each existing mortgage title policy (if such endorsement is not available in the jurisdiction, a title search and modification endorsement in lieu thereof) (each, a “Datedown Endorsement,” collectively, the “Datedown Endorsements”) relating to the Mortgaged Real PropertyProperty subject to such Mortgage insuring the Administrative Agent that such Mortgage, duly executed and delivered as amended by the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create Mortgage Amendment is a valid and enforceable Lien, subject to Permitted Collateral Liens, first priority lien on such Mortgaged Property in favor of the Notes Collateral Agent for the benefit of itself the Secured Parties and that there are no Liens of record in violation of the other Noteholder Secured Parties; (ii) mortgagee’s title insurance policy or marked up unconditional binder provisions of title insurance (subject to Permitted Collateral Liens) in amount, formthe Loan Documents, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor Datedown Endorsement shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to such title insurance company); (iii) either (x) an ALTA survey prepared and certified to the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery of each Mortgage, each, otherwise be in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent. (b) Within 60 days of the Issue Date (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts to deliver customary insurance certificates with respect to liability insurance and insurance policies maintained by the Issuer and Guarantors covering their properties and business against loss or damage, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder and, in the case of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming the Notes Collateral Agent as loss payee thereunder.

Post-Closing Covenant. (a) Within With respect to each Material Real Property that is located in the United States and is owned by the Company or a Guarantor on the Issue Date or acquired by the Company or a Guarantor after the Issue Date, within 90 days of the Issue Date or the date of acquisition, as applicable (or or, prior to the discharge of the First Lien Obligations that are Term Loan Obligations, such later date as the Term Loan Collateral Agent may have agreed to under the Term Loan Credit Agreement and after the discharge of the First Lien Obligations that are Term Loan Obligations, such later date as the Collateral Agent may agree agree) (in its reasonable discretioneach case, prior to the discharge of the First Lien Obligations that are Term Loan Obligations, solely to the extent, and substantially in the form, delivered to the Term Loan Collateral Agent, but no greater scope), the Notes Company or the applicable Guarantor shall deliver or cause to be delivered to the Collateral Agent shall have receivedAgent, with respect to each Mortgaged Real Property, each of the following, in each case in form and substance reasonably satisfactory to the Notes Collateral Agent: (i) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Material Real Property, duly executed and delivered by the record owner of such Mortgaged Material Real Property and suitable for recording in all recording offices that the Collateral Agent may reasonably deem necessary or desirable in order to create a valid and enforceable Lien subject to no other Liens except Permitted Liens, at the time of recordation thereof; (ii) with respect to the Mortgage encumbering each such Material Real Property, opinions of local counsel regarding the due authorization, execution and delivery, the enforceability, and perfection of the Mortgages and such other matters customarily covered in real estate mortgage counsel opinions as the Collateral Agent may reasonably request, if and to the extent, and in such form, as local counsel customarily provides such opinions as to such other matters; (iii) a policy or policies or marked up unconditional binder of title insurance, paid for by the Company, in the amount of the Fair Market Value of the respective real property, issued by a nationally recognized title insurance company (“Title Insurer”) insuring the Lien of each mortgage as a valid Lien on the real property described therein, free of any other Liens except Permitted Liens, together with such customary endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable real property is located (provided, however, that in lieu of a zoning endorsement, the Collateral Agent shall accept a zoning report from a nationally recognized zoning report provider); (iv) a survey of each Material 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, which (A) complies in all material respects with the minimum detail requirements of the American Land Title Association and American Congress of Surveying and Mapping as such requirements are in effect on the date of preparation of such survey and (B) is sufficient for such Title Insurer to remove all standard survey exceptions from the title insurance policy relating to such real property or otherwise reasonably acceptable to the Collateral Agent; provided, however, that so long as the Title Insurer shall accept the same to eliminate the standard survey exceptions from such policy or policies and to issue a “same as survey” endorsement, in lieu of a new or revised survey, Company may provide a “no material change” affidavit with respect to any prior survey for the respective real property (which prior survey otherwise substantially complies with the foregoing survey requirements); and (v) such other documents as the Collateral Agent may reasonably request that are available to the Company without material expense with respect to any such Mortgage or Material Real Property. (b) With respect to any Material Real Property that is located in England or Wales and is owned by the Company or a Guarantor on the Issue Date or acquired by the Company or a Guarantor after the Issue Date, within 20 days of the Issue Date or the date of acquisition, as applicable (or, prior to the discharge of the First Lien Obligations that are Term Loan Obligations, such later date as the Term Loan Collateral Agent may have agreed to under the Term Loan Credit Agreement and after the discharge of the First Lien Obligations that are Term Loan Obligations, such later date as the Collateral Agent may agree) (in each case, prior to the discharge of the First Lien Obligations that are Term Loan Obligations, solely to the extent, and substantially in the form, delivered to the Term Loan Collateral Agent, but no greater scope), the Company or the applicable Guarantor shall deliver or cause to be delivered to the Collateral Agent, the following, in each case in form and substance reasonably satisfactory to the Collateral Agent: (i) all title documents relating to the relevant owner’s interests in the real property or a solicitor’s undertaking from a firm of solicitors regulated by the Law Society of England and Wales and approved for this purpose by the Collateral Agent to hold the same to the order of the Collateral Agent (an “Acceptable Undertaking”); (ii) in respect of unregistered land, a clear Land Charges Registry search against the relevant owner or, in the case of registered land, Land Registry official priority searches in favor of the Collateral Agent, against all registered titles comprising the relevant owner’s interests in each real property showing no adverse entries and giving not less than 20 Business Days’ priority (in the case of registered land) and 10 days’ priority (in the case of unregistered land) beyond the Issue Date or the date of the acquisition of the real property (as applicable); (iii) an Acceptable Undertaking from the relevant owner’s solicitors to submit to the Land Registry all necessary Land Registry application forms in relation to the transfer of each real property to the Company and the charging of each real property in favor of the Collateral Agent (including a form to note the obligation to make further advances and a form to register the restriction contained in the Mortgage) within the applicable priority period, duly completed and accompanied by payment of the applicable Land Registry fees; (iv) counterparts of each Mortgage to be entered into with respect to each such Material Real Property duly executed and delivered by the owner of such Material Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary or desirable (and as provided for in the Acceptable Undertaking) in order to create a valid and enforceable Lien, Lien subject to no other Liens except Permitted Collateral Liens, in favor at the time of the Notes Collateral Agent for the benefit of itself and the other Noteholder Secured Partiesfiling, registration or recordation thereof; (iiv) mortgagee’s title insurance policy or marked up unconditional binder of title insurance (subject to Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor shall deliver with respect to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to Mortgage encumbering each such title insurance company); (iii) either (x) an ALTA survey prepared and certified to the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal Material Real Property, opinions of local counsel regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery delivery, the enforceability, and perfection of each Mortgagethe Mortgages and such other matters customarily covered in real estate mortgage counsel opinions as the Collateral Agent may reasonably request, each, in form if and substance reasonably satisfactory to the Notes extent, and in such form, as local counsel customarily provides such opinions as to such other matters, and (vi) such other documents as the Collateral AgentAgent may reasonably request that are available to the Company without material expense with respect to any such Mortgage or Material Real Property. (bc) Within 60 90 days of the Issue Date (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretiondiscretion or the Term Loan Collateral Agent under the Term Loan Credit Agreement), use commercially reasonable efforts to deliver customary insurance certificates with respect to liability insurance and insurance policies maintained by the Issuer Company and Guarantors covering their properties and business against loss or damage, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder and, in the case of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming the Notes Collateral Agent as loss payee thereunder. (d) With respect to Collateral located in Mexico, within 60 days of the Issue Date (or such longer period as may be agreed by (x) the Collateral Agent in its sole discretion or (y) the Term Loan Collateral Agent under the Term Loan Credit Agreement), the Company or the applicable Guarantor shall deliver or cause to be delivered to the Collateral Agent the following, in each case in form and substance reasonably satisfactory to the Collateral Agent: (i) each pledge agreement in respect of (A) the first-priority pledge agreements in respect of certain Equity Interests issued by the Guarantors organized under the laws of Mexico currently held by the majority members of the Company or any Guarantor under the Security Documents, (B) the first-priority non-possessory pledge agreement over certain assets, such as equipment and fixed assets and any Intellectual Property rights (other than Excluded Property) owned by each Guarantor organized under the laws of Mexico, (C) the second-priority non-possessory pledge agreement over certain assets, such as inventory and accounts receivables (other than Excluded Property) owned by each Guarantor organized under the laws of Mexico (D) the first-priority non-possessory pledge agreement over certain assets, such as equipment and fixed assets to the extent located in Mexico and owned by any of the foreign Guarantors (temporarily imported into Mexico under the maquila program) (other than Excluded Property), (E) the second-priority non-possessory pledge agreement over certain assets, such as inventory to the extent located in Mexico and owned by any of the foreign Guarantors (temporarily imported into Mexico under the maquila program) (other than Excluded Property) and (F) the assets owned by any Guarantor to the extent located in Mexico, in each case with the priority set forth in the Intercreditor Agreements and duly executed by the record owners of the corresponding Collateral and, with respect to the pledge agreements referred in clause (A) above, the issuers of the Equity Interest and suitable for recording in the applicable recording offices or, if applicable, corporate books of the issuers of the Equity Interests in order to create a valid, perfected and enforceable Lien on such Collateral subject to no other Liens except Permitted Liens, at the time of recordation thereof; (ii) copy of a special irrevocable power-of-attorney for lawsuits and collections (poder irrevocable para pleitos y cobranzas) granted by each of the Mexican Guarantors to the Process Agent in form and substance acceptable to Mexican counsel to the Administrative Agent and, which copy shall be formalized and certified by a notary public in Mexico in the case of the Mexican Loan Parties; (iii) with respect to each of the pledge agreements referred to in clause (i) above, an opinion of the Mexican special counsel to the Guarantors organized under the laws of Mexico regarding the due authorization, execution, the enforceability, and perfection of the pledges created thereby and such other matters customarily covered in such opinions as the Collateral Agent may reasonably request, if and to the extent, and in such form, as Mexican counsel customarily provides such opinions as to such other matters, including regarding the special irrevocable power-of-attorney referred to in clause (ii) above, that the process agent has been validly appointed and that, as to their knowledge, such powers-of-attorney have not been limited, revoked or amended and are in full force and effect; and (iv) all documents, instruments, certificates, proof of registration and other deliverables as may be contemplated in the pledge agreements referred to in clause (i) above within the time frames set forth therein. (e) On or before the Spanish Effectiveness Date, each relevant Spanish Guarantor (and each other relevant Guarantor that owns Equity Interests of a person incorporated or organized under the laws of Spain) shall satisfy Sections 4.15 and 4.16 and also perform all the necessary actions in order to create the Spanish Law Security Documents (including formalization as Spanish Public Documents, carrying out the relevant pledge registrations in the corporate documents and delivery of the relevant notifications to the counterparts). (f) On or before the Spanish Effectiveness Date, the Company and the Guarantors shall have delivered customary favorite written opinions of special local counsel with respect to the Spanish Law Security Documents. (g) On or before the Spanish Effectiveness Date, formalization as a Spanish Public Document of the Supplemental Indenture executed on the Issue Date by the Spanish Guarantors (including as schedules to such Spanish Public Document a copy of the each of the Indenture, the Notation of Guarantee, the ABL Intercreditor Agreement and the Equal Priority Intercreditor Agreement). (h) Within 60 days (and 15 days solely in the case of clause (a)) after the Issue Date (or, in each case, on such later date as may be agreed by the Collateral Agent in its sole discretion or such later date as the Term Loan Collateral Agent may have agreed to under the Term Loan Credit Agreement), the Company shall have provide to the Collateral Agent, (a) evidence of an application having been made for consent to any Insurer (as defined in the Irish Law Debenture), (b) subject to consent being obtained from any Insurer (as defined in the Irish Law Debenture) pursuant to sub-paragraph (a), evidence of such consent of any Insurer (as defined in the Irish Law Debenture) to the assignment of any Insurance (as defined in the Irish Law Debenture) held by an Irish Guarantor, (c) subject to consent being obtained from any Insurer (as defined in the Irish Law Debenture) pursuant to sub-paragraph (a), the entry by each Irish Guarantor into a supplemental deed to the Irish Law Debenture pursuant to which any Insurance held by an Irish Guarantor is assigned in favour of the Collateral Agent; and (d) subject to consent being obtained from any Insurer (as defined in the Irish Law Debenture) pursuant to sub-paragraph (a), evidence of service of notice of assignment of Insurance to each Insurer (as defined in the Irish Law Debenture) pursuant to the Irish Law Debenture and the supplemental deed referred to at (c) above. (i) Within 15 Business Days after the Issue Date (or on such later date as may be agreed by the Collateral Agent in its sole discretion or such later date as the Term Loan Collateral Agent may have agreed to under the Term Loan Credit Agreement), a Luxembourg law governed unlimited partnership interests pledge agreement to be entered into by and between, among others, Adient Global Holdings Ltd as pledgor and general partner and the Collateral Agent in the presence of Adient Interiors Holding Luxembourg SCS, together with all necessary related corporate authorities required by law. (j) Within 30 days after the Closing Date (or on such later date as may be agreed by the Collateral Agent in its sole discretion or such later date as the Term Loan Collateral Agent may have agreed to under the Term Loan Credit Agreement), the Company and the Guarantors shall have delivered to the Term Loan Collateral Agent the following Equity Interests owned by the Company and the Guarantors: 1. PT Adient Automotive Indonesia, Certificate Number 8, record owner Adient Global Holdings Ltd. 2. Adient Holding Ireland Limited, Certificate Number 3, record owner, Adient plc 3. Adient & Summit Corporation Ltd., Certificate Number 1-140163, 245901-377737, record owner, Adient Global Holdings Ltd 4. Adient Ltd., Certificate Number 3, record owner Adient Global Holdings Ltd 5. Adient Holding Germany Ltd, Certificate 4, record holder Adient International Ltd. 6. Adient Holding Germany Ltd, Certificate 5, record holder Adient Luxembourg Asia Holding S.a.r.

Post-Closing Covenant. (a) Within 90 days of after the Issue Amendment No. 1 Effective Date (or such later date as the First Lien Administrative Agent may agree in its reasonable sole discretion), the Notes Collateral Agent shall have received, with respect to each Mortgaged Real Property, each of the Administrative Agent shall have received the following: (i) an amendment to each existing Mortgage (each, a “Mortgage Amendment”) duly executed and acknowledged by the applicable Credit Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Notes Collateral Agent: (i) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Real Property, duly executed Administrative Agent and delivered otherwise approved by the record owner of such Mortgaged Real Property and suitable applicable local counsel for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create a valid and enforceable Lien, subject to Permitted Collateral Liens, in favor of the Notes Collateral Agent for the benefit of itself and the other Noteholder Secured Partiesappropriate jurisdiction; (ii) mortgagee’s title insurance policy or marked up unconditional binder of title insurance (subject to Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor shall deliver a date down endorsement to the applicable title company an “owner’s affidavit and GAP indemnity” existing Mortgage Policy, which shall be in form and substance reasonably acceptable satisfactory to the Administrative Agent and reasonably assures the Collateral Agent as of the date of such endorsement that the Mortgaged Property subject to the lien of such Mortgage is free and clear of all defects and encumbrances except those Liens permitted under such Mortgage; provided, that, with respect to the Mortgaged Property commonly known as Main Hospitals-Baptist Medical Center located in San Antonio, Texas, no such date down endorsement (or re-issued policy) shall be required, but instead only a title search shall be required, and such title insurance company)search shall show that the Mortgage on such Mortgaged Property is free and clear of all defects and encumbrances except those Liens permitted under such Mortgage; (iii) either (x) an ALTA survey prepared such affidavits, certificates, information and certified instruments of indemnification as shall be required to induce the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove issue the standard survey exception and issue standard survey-related endorsements; andendorsement to the Mortgage Policy contemplated in this Section 4; (iv) executed legal opinions regarding (x) the enforceability of with respect to each Mortgage Amendment, an opinion from counsel in ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., General Counsel to the state in Credit Parties, which such parcel of Mortgaged Real Property is located and (y) opinion shall cover the due authorization, execution and delivery of each Mortgagethe Mortgage Amendments; and (v) evidence of payment of all applicable title insurance premiums, eachsearch and examination charges, in form mortgage recording taxes and substance reasonably satisfactory related charges required for the issuance of the endorsement to the Notes Collateral Agent. (b) Within 60 days Mortgage Policy contemplated in this Section 4 and evidence of payment by the Borrower of all search and examination charges, escrow charges and related charges, and all other fees, charges, costs and expenses required for the recording of the Issue Date (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts Mortgage Amendment referred to deliver customary insurance certificates with respect to liability insurance and insurance policies maintained by the Issuer and Guarantors covering their properties and business against loss or damage, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder and, in the case of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming the Notes Collateral Agent as loss payee thereunderabove.

Post-Closing Covenant. (a) Within Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Loan Document, Borrower hereby agrees with the Administrative Agent to: i. within 90 days of after the Issue Amendment Effective Date (or such later date longer period of time as may be agreed by the First Lien Administrative Agent may agree in its reasonable sole discretion), the Notes Collateral Agent shall have received, with respect to each Mortgaged Real Property: (A) provide 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 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 of the following, case in form and substance reasonably satisfactory to the Notes Collateral Agent:Administrative Agent and otherwise approved by the applicable local counsel for filing in the appropriate jurisdiction; and (iB) counterparts of each Mortgage to be entered into with respect to each Mortgage Amendment, provide a datedown endorsement to each existing mortgage title policy (if such endorsement is not available in the jurisdiction, a title search and modification endorsement in lieu thereof) (each, a “Datedown Endorsement,” collectively, the “Datedown Endorsements”) relating to the Mortgaged Real PropertyProperty subject to such Mortgage insuring the Administrative Agent that such Mortgage, duly executed and delivered as amended by the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create Mortgage Amendment is a valid and enforceable Lien, subject to Permitted Collateral Liens, first priority lien on such Mortgaged Property in favor of the Notes Collateral Agent for the benefit of itself the Secured Parties and that there are no Liens of record in violation of the other Noteholder Secured Parties; (ii) mortgagee’s title insurance policy or marked up unconditional binder provisions of title insurance (subject to Permitted Collateral Liens) in amount, formthe Loan Documents, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor Datedown Endorsement shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to such title insurance company); (iii) either (x) an ALTA survey prepared and certified to the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery of each Mortgage, each, otherwise be in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent. (b) Within 60 days of the Issue Date (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts to deliver customary insurance certificates with respect to liability insurance and insurance policies maintained by the Issuer and Guarantors covering their properties and business against loss or damage, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder and, in the case of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming the Notes Collateral Agent as loss payee thereunder.

Post-Closing Covenant. Within one hundred twenty (120) days of the Fifth Incremental Facility Closing Date, unless waived or extended by the Administrative Agent in its sole discretion, the Administrative Agent shall have received either the items listed in the following clause (a) Within 90 days of or the Issue Date items listed in the following clause (or such later date as the First Lien Agent may agree in its reasonable discretion), the Notes Collateral Agent shall have received, b) with respect to each any existing Mortgaged Real PropertyProperty located in the United States: (a) written confirmation from local counsel to the applicable Loan Party and the title insurance company confirming that no mortgage amendment, each title datedown endorsement or other action is required to such Mortgage in connection with this Fifth Amendment in order to ensure and insure the continued validity, perfection and priority of the followingLiens and security interests granted to the Administrative Agent under such Mortgage and insured by the title insurance company for the benefit of the Administrative Agent to secure the payment of the Secured Obligations (as defined in such Mortgage), as amended by this Fifth Amendment (it being understood that such confirmation shall be in form and substance reasonably acceptable to the Administrative Agent); together with a title search to the applicable Mortgaged Property demonstrating that such Mortgaged Property is free and clear of all Liens, except Permitted Liens; or (b) (i) an amendment to each Mortgage encumbering Mortgaged Property (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each 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 Notes Collateral Agent:Administrative Agent and otherwise approved by the applicable local counsel for filing in the appropriate jurisdiction; (iii) counterparts of each Mortgage to be entered into with respect to each Mortgage Amendment, a datedown endorsement to the existing mortgage title insurance policies (each, a “Mortgage Policy,” collectively, the “Mortgage Policies”) relating to the Mortgage encumbering the Mortgaged Property subject to such Mortgaged Real PropertyMortgage insuring the Administrative Agent that such Mortgage, duly executed and delivered as amended by the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create Mortgage Amendment is a valid and enforceable Lien, subject to Permitted Collateral Liens, lien on such Mortgaged Property in favor of the Notes Collateral Administrative Agent for the benefit of itself the Secured Parties free and the other Noteholder Secured Parties; (ii) mortgagee’s title insurance policy or marked up unconditional binder clear of title insurance (subject to all defects, encumbrances and liens except for Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor Mortgage Policy shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to such title insurance company); (iii) either (x) an ALTA survey prepared and certified to the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery of each Mortgage, each, otherwise be in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent.; (biii) Within 60 days of the Issue Date (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts to deliver customary insurance certificates with respect to liability insurance each Mortgaged Property, such affidavits, certificates, information (including financial data) and insurance policies maintained instruments of indemnification (including without limitation, a so-called “gap” indemnification) as shall be required to induce the title company to issue the Mortgage Policies; (iv) evidence acceptable to the Administrative Agent of payment by the Issuer Borrower of all applicable title insurance premiums, search and Guarantors covering their properties examination and business against loss or damagerelated charges, with endorsements (where customary mortgage recording taxes, fees, charges, costs and applicable), which name expenses required for the Notes Collateral Agent as an additional insured thereunder and, in recording of the case Mortgage Amendments and the issuance of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming the Notes Collateral Agent as loss payee thereunderMortgage Policies.

Post-Closing Covenant. Within sixty (60) days after the Amendment No. 1 Effective Date, unless extended in writing by the Collateral Agent in its sole discretion, with respect to the Mortgaged Property, the Borrower shall deliver, or shall cause the applicable Credit Party to deliver, to the Collateral Agent the following: (a) Within 90 days with respect to each existing Mortgage, (i) a title search demonstrating that such applicable Mortgaged Property is free and clear of all Liens except for Permitted Liens and (ii) if a Mortgage Amendment is required, a modification endorsement to the Issue Date existing Mortgage Policy which shall be in form and substance reasonably satisfactory to the Collateral Agent; (or such later date as the First Lien Agent may agree in its reasonable discretion), the Notes Collateral Agent shall have received, b) with respect to each Mortgaged Real Property, each such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the title search and the endorsement to the Mortgage Policy contemplated in subparagraph (a) of this Section 5 and evidence of payment of all applicable title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the issuance of the followingtitle search and the endorsement to the Mortgage Policy contemplated in subparagraph (a) of this Section 5; and either: (1) written confirmation, in form and substance reasonably satisfactory to the Notes Collateral Agent, from local counsel in the jurisdiction in which the Mortgaged Property is located substantially to the effect that: (iA) counterparts the recording of each the existing Mortgage is the only filing or recording necessary to be entered into with respect give constructive notice to each third parties of the lien created by such Mortgaged Real PropertyMortgage as security for the Obligations, duly executed and delivered including the Obligations evidenced by the record owner of such Mortgaged Real Property Credit Agreement, as amended pursuant to this Amendment, and suitable for recordingthe other documents executed in connection therewith, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create a valid and enforceable Lien, subject to Permitted Collateral Liens, in favor of the Notes Collateral Agent for the benefit of itself the Secured Parties; and (B) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as security for the Obligations, including the Obligations evidenced by the Credit Agreement, as amended pursuant to this Amendment, and the other Noteholder Secured Parties; (ii) mortgagee’s title insurance policy or marked up unconditional binder of title insurance (subject to Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and documents executed in connection therewith, for the Issuer or benefit of the applicable Guarantor shall deliver Secured Parties; or (2) such other documentation with respect to the applicable title company an “owner’s affidavit and GAP indemnity” Mortgaged Property, in each case in form and substance reasonably acceptable to such title insurance company);the Collateral Agent, as shall confirm the enforceability, validity and perfection of the lien in favor of the Secured Parties, including, without limitation: (iii) either (xA) an ALTA survey prepared and certified executed amendment to the Notes Collateral Agent existing Mortgage (the “Mortgage Amendment” and the existing Mortgage, as amended by such Mortgage Amendment, if any, a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsementsMortgage”); and (ivB) executed legal opinions regarding (x) evidence of payment by the enforceability Borrower of each Mortgage from counsel in all search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery of each Mortgage, each, in form and substance reasonably satisfactory to the Notes Collateral Agent. (b) Within 60 days recording of the Issue Date (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts Mortgage Amendment referred to deliver customary insurance certificates with respect to liability insurance and insurance policies maintained by the Issuer and Guarantors covering their properties and business against loss or damage, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder and, in the case of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming the Notes Collateral Agent as loss payee thereunderabove.

Post-Closing Covenant. (a) Within Section 4.1. The Administrative Agent shall receive within 90 days of the Issue Amendment No. 2 Effective Date (or such later longer date as agreed to by the First Lien Agent may agree in its reasonable discretion), the Notes Collateral Agent shall have received, with respect to each Mortgaged Real Property, Administrative Agent) each of the following: (a) With respect to each Mortgage encumbering any Mortgaged Property, an amendment thereto (each, a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each Mortgage was recorded, in each case in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent: (i) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Real Property, duly executed and delivered by the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create a valid and enforceable Lien, subject to Permitted Collateral Liens, in favor of the Notes Collateral Agent for the benefit of itself and the other Noteholder Secured Parties; (iib) mortgagee’s A datedown endorsement to the existing mortgage title insurance policy or marked up unconditional binder of title insurance policies (each, an “Endorsement” and collectively, the “Endorsements”) relating to the Mortgage encumbering any Mortgaged Property subject to such Mortgage assuring the Administrative Agent that such Mortgage, as amended by such Mortgage Amendment retains the same priority as such Mortgage had when recorded, subject only to Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor Endorsement shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” otherwise be in form and substance reasonably acceptable satisfactory to such title insurance company)the Administrative Agent; (iiic) either (x) an ALTA survey prepared and certified With respect to each Mortgage Amendment, opinions of local counsel to the Notes Collateral Agent by a surveyor acceptable Loan Parties, which opinions (i) shall be addressed to the Notes Collateral Agent or Administrative Agent, (yii) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) shall cover the due authorization, execution and delivery of each Mortgagethe Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, each, and (iii) shall be in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent.; (bd) Within 60 days With respect to each Mortgage and the related Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including without limitation, a so-called “gap” indemnification) as shall be required to induce the title company to issue the Endorsement relating to such Mortgage; (e) Evidence acceptable to the Administrative Agent of payment by the Borrower of all applicable title insurance premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Issue Date Mortgages and issuance of the Endorsements; and (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts to deliver customary insurance certificates f) A completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to liability insurance each Mortgaged Property (together with a notice about special flood hazard area status and insurance policies maintained flood disaster assistance duly executed by the Issuer Borrower and Guarantors covering their properties and business against loss or damagethe applicable Loan Party relating thereto, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder if necessary) and, if any such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance to the case of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming extent required pursuant to the Notes Collateral Agent as loss payee thereunderCredit Agreement.

Post-Closing Covenant. (a) Within The Administrative Agent shall receive within 90 days of the Issue Amendment No. 1 Effective Date (or such later longer date as agreed to by the First Lien Agent may agree in its reasonable discretion), the Notes Collateral Agent shall have received, with respect to each Mortgaged Real Property, Administrative Agent) each of the following: (a) With respect to each Mortgage encumbering any Mortgaged Property, an amendment thereto (each, a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each Mortgage was recorded, in each case in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent: (i) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Real Property, duly executed and delivered by the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create a valid and enforceable Lien, subject to Permitted Collateral Liens, in favor of the Notes Collateral Agent for the benefit of itself and the other Noteholder Secured Parties; (iib) mortgagee’s A datedown endorsement to the existing mortgage title insurance policy or marked up unconditional binder of title insurance policies (each, an “Endorsement” and collectively, the “Endorsements”) relating to the Mortgage encumbering any Mortgaged Property subject to such Mortgage assuring the Administrative Agent that such Mortgage, as amended by such Mortgage Amendment retains the same priority as such Mortgage had when recorded, subject only to Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor Endorsement shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” otherwise be in form and substance reasonably acceptable satisfactory to such title insurance company)the Administrative Agent; (iiic) either (x) an ALTA survey prepared and certified With respect to each Mortgage Amendment, opinions of local counsel to the Notes Collateral Agent by a surveyor acceptable Loan Parties, which opinions (i) shall be addressed to the Notes Collateral Agent or Administrative Agent, (yii) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) shall cover the due authorization, execution and delivery of each Mortgagethe Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request, each, and (iii) shall be in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent.; (bd) Within 60 days With respect to each Mortgage and the related Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including without limitation, a so-called “gap” indemnification) as shall be required to induce the title company to issue the Endorsement relating to such Mortgage; (e) Evidence acceptable to the Administrative Agent of payment by the Borrower of all applicable title insurance premiums, search and examination charges, survey costs and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Issue Date Mortgages and issuance of the Endorsements; and (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts to deliver customary insurance certificates f) A completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to liability insurance each Mortgaged Property (together with a notice about special flood hazard area status and insurance policies maintained flood disaster assistance duly executed by the Issuer Borrower and Guarantors covering their properties and business against loss or damagethe applicable Loan Party relating thereto, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder if necessary) and, if any such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance to the case of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming extent required pursuant to the Notes Collateral Agent as loss payee thereunderCredit Agreement.

Post-Closing Covenant. (a) Within 90 days Subject to the provisions of the Issue Collateral and Guarantee Requirement and any applicable limitations in any Loan Document, Borrower hereby agrees with the Administrative Agent to deliver, on or before the date that is 120 days after the Amendment Effective Date (or such later date longer period of time as may be agreed by the First Lien Administrative Agent may agree in its reasonable sole discretion), the Notes Collateral Agent shall have received, with respect to each Mortgaged Real Property: (a) 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 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 Administrative Agent and otherwise approved by the applicable local counsel for filing in the appropriate jurisdiction; (b) with respect to each Mortgage Amendment (other than those Mortgage Amendments relating to Mortgaged Property located in New Jersey and Ohio), a datedown endorsement to each existing mortgage title policy (if such endorsement is not available in the jurisdiction, a title search and modification endorsement in lieu thereof) (each, a “Datedown Endorsement,” collectively, the “Datedown Endorsements”) relating to the Mortgaged Property subject to such Mortgage insuring the Administrative Agent that such Mortgage, as amended by such Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the followingCollateral Agent for the benefit of the Secured Parties and that there are no Liens of record in violation of the provisions of the Loan Documents, and such Datedown Endorsement shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent; and (c) with respect to each Mortgage Amendment relating to Mortgaged Property located in New Jersey and Ohio, (i) title searches in form and substance reasonably acceptable to the Administrative Agent, conducted by a title insurance company reasonably acceptable to the Administrative Agent, which reflect that there are no Liens of record in violation of the provisions of the Loan Documents and (ii) opinions addressed to the Administrative Agent and the Collateral Agent for its benefit and for the benefit of the Secured Parties of (A) local counsel in each jurisdiction where the Mortgaged Property is located with respect to the enforceability and perfection of the Mortgages, as amended by such Mortgage Amendments, and other matters customarily included in such opinions and (ii) counsel for the Borrower regarding due authorization, execution and delivery of such Mortgage Amendments, in each case, in form and substance reasonably satisfactory to the Notes Collateral Agent: (i) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Real Property, duly executed and delivered by the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create a valid and enforceable Lien, subject to Permitted Collateral Liens, in favor of the Notes Collateral Agent for the benefit of itself and the other Noteholder Secured Parties; (ii) mortgagee’s title insurance policy or marked up unconditional binder of title insurance (subject to Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to such title insurance company); (iii) either (x) an ALTA survey prepared and certified to the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery of each Mortgage, each, in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent. (b) Within 60 days of the Issue Date (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts to deliver customary insurance certificates with respect to liability insurance and insurance policies maintained by the Issuer and Guarantors covering their properties and business against loss or damage, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder and, in the case of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming the Notes Collateral Agent as loss payee thereunder.

Post-Closing Covenant. (a) Within 90 days after the Issue Date, the Issuer shall, and shall cause each of its Restricted Subsidiaries to, cause all insurance policies related to any property or business of the Issuer or such Restricted Subsidiary required to be delivered pursuant to the Senior Secured Credit Facilities to name the Notes Collateral Agent as additional insured or loss payee, as appropriate, in customary form. (b) Within ninety (90) days after the Issue Date (or such later date longer period as extended by the First Lien Agent may agree in its reasonable discretionBank Collateral Agent), subject to limitations and exceptions of this Indenture and the Security Documents, the Notes Collateral Agent shall have received, received the following with respect to each Mortgaged Material Real Property: (i) counterparts of a Mortgage with respect to such Mortgaged Property duly executed and delivered by the record owner of such property, together with evidence such Mortgage has been duly executed, acknowledged and delivered by a duly authorized officer of each party thereto, in form suitable for filing or recording in all filing or recording offices as necessary or desirable in order to create a valid and subsisting perfected Lien (subject only to Liens described in clause (ii) below) on the property and/or rights described therein in favor of the Notes Collateral Agent for the benefit of the Notes Secured Parties, and evidence that all filing and recording taxes and fees have been paid or otherwise provided for in a customary manner (it being understood that if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to 100% of the fair market value of the property covered by such Mortgage (as reasonably determined by the Issuer in good faith) at the time the Mortgage is entered into if such limitation results in such mortgage tax being calculated based upon such fair market value), (ii) a fully paid American Land Title Association Lender’s policy of title insurance (or a marked-up title insurance commitments having the effect of a policy of title insurance) on such Mortgaged Property naming the Notes Collateral Agent as the insured for its benefit and that of the Notes Secured Parties and their respective successors and assigns (each, a “Mortgage Policy,” and collectively, the “Mortgage Policies”) issued by a nationally recognized title insurance company in form and substance and in an amount as necessary and appropriate (not to exceed 100% of the fair market value of the property covered thereby), insuring such Mortgage to be a valid subsisting first priority Lien on the property described therein, free and clear of all Liens other than Liens permitted pursuant to Section 4.12 hereof or Liens otherwise consented to by the Notes Collateral Agent in accordance with Section 9.02, each of which shall (A) to the followingextent reasonably necessary, include such coinsurance and reinsurance arrangements (with provisions for direct access, if reasonably necessary) as customary, (B) contain a “tie-in” or “cluster” endorsement, if available, and applicable, under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), and (C) have been supplemented by such endorsements as necessary and appropriate (including endorsements on matters relating to usury, first loss, zoning, contiguity, doing business, public road access, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit and so-called comprehensive coverage over covenants and restrictions), to the extent such endorsements are available in the applicable jurisdiction at commercially reasonable rates; provided, however, that in lieu of a zoning endorsement the Notes Collateral Agent shall accept a zoning report from a nationally recognized zoning report provider, (iii) an opinion from local counsel in each jurisdiction (A) where such Mortgaged Property is located regarding the enforceability and perfection of such Mortgage and any related fixture filings and (B) where applicable Issuer or the applicable Guarantor granting the Mortgage on such Mortgaged Property is organized, regarding the due authorization, execution and delivery of such Mortgage, and in each case, such other matters as may be in form and substance reasonably satisfactory to the Notes Collateral Agent: , and (iiv) counterparts of each Mortgage to be entered into a new ALTA or such existing surveys together with respect to each such Mortgaged Real Property, duly executed and delivered by the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create a valid and enforceable Lien, subject to Permitted Collateral Liens, in favor of the Notes Collateral Agent no change affidavits sufficient for the benefit of itself title company to remove all standard survey exceptions from such Mortgage Policy and issue the other Noteholder Secured Parties; endorsements required in clause (ii) mortgagee’s title insurance policy or marked up unconditional binder of title insurance (subject to Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to such title insurance company); (iii) either (x) an ALTA survey prepared and certified to the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery of each Mortgage, each, in form and substance reasonably satisfactory to the Notes Collateral Agentabove. (b) Within 60 days of the Issue Date (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts to deliver customary insurance certificates with respect to liability insurance and insurance policies maintained by the Issuer and Guarantors covering their properties and business against loss or damage, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder and, in the case of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming the Notes Collateral Agent as loss payee thereunder.

Post-Closing Covenant. (a) Within 90 days Subject to the provisions of the Issue Collateral and Guarantee Requirement and any applicable limitations in any Loan Document, Borrower hereby agrees with the Administrative Agent to deliver, on or before the date that is 120 days after the Amendment No. 6 Effective Date (or such later date longer period of time as may be agreed by the First Lien Administrative Agent may agree in its reasonable sole discretion), the Notes Collateral Agent shall have received, with respect to each Mortgaged Real Property: (a) 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 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 Administrative Agent and otherwise approved by the applicable local counsel for filing in the appropriate jurisdiction; (b) with respect to each Mortgage Amendment (other than those Mortgage Amendments relating to Mortgaged Property located in New Jersey and Ohio), a datedown endorsement to each existing mortgage title policy (if such endorsement is not available in the jurisdiction, a title search and modification endorsement in lieu thereof) (each, a “Datedown Endorsement,” collectively, the “Datedown Endorsements”) relating to the Mortgaged Property subject to such Mortgage insuring the Administrative Agent that such Mortgage, as amended by such Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the followingCollateral Agent for the benefit of the Secured Parties and that there are no Liens of record in violation of the provisions of the Loan Documents, and such Datedown Endorsement shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent; and (c) with respect to each Mortgage Amendment relating to Mortgaged Property located in New Jersey and Ohio, (i) title searches in form and substance reasonably acceptable to the Administrative Agent, conducted by a title insurance company reasonably acceptable to the Administrative Agent, which reflect that there are no Liens of record in violation of the provisions of the Loan Documents and (ii) opinions addressed to the Administrative Agent and the Collateral Agent for its benefit and for the benefit of the Secured Parties of (A) local counsel in each jurisdiction where the Mortgaged Property is located with respect to the enforceability and perfection of the Mortgages, as amended by such Mortgage Amendments, and other matters customarily included in such opinions and (ii) counsel for the Borrower regarding due authorization, execution and delivery of such Mortgage Amendments, in each case, in form and substance reasonably satisfactory to the Notes Collateral Agent: (i) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Real Property, duly executed and delivered by the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create a valid and enforceable Lien, subject to Permitted Collateral Liens, in favor of the Notes Collateral Agent for the benefit of itself and the other Noteholder Secured Parties; (ii) mortgagee’s title insurance policy or marked up unconditional binder of title insurance (subject to Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to such title insurance company); (iii) either (x) an ALTA survey prepared and certified to the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery of each Mortgage, each, in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent. (b) Within 60 days of the Issue Date (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts to deliver customary insurance certificates with respect to liability insurance and insurance policies maintained by the Issuer and Guarantors covering their properties and business against loss or damage, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder and, in the case of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming the Notes Collateral Agent as loss payee thereunder.

Post-Closing Covenant. (a) Within 90 Notwithstanding anything to the contrary contained in this Indenture or the Security Documents, within 120 days of the Issue Date (or such later date as the First Lien Agent may agree in its applicable Grantors shall use commercially reasonable discretion), efforts to deliver to the Notes Collateral Agent shall have received, with respect to each Mortgaged Real Property, each of the following, in each case, in form and substance reasonably satisfactory to the Notes Initial Purchasers and the Collateral AgentAgent and their respective counsel: (i) counterparts a mortgage or mortgage deed, assignment of leases and rents and security agreement (each, a “Mortgage”) granted by the owner or lessee, as applicable, of each Mortgage to be entered into with respect to Mortgaged Property in favor of the Collateral Agent for its benefit and for the benefit of the Trustee and the Holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations, encumbering each applicable Grantor’s fee or leasehold interest in such Mortgaged Real Property, duly executed and delivered acknowledged by each such Grantor in form for recording in the record owner appropriate recording office of the political subdivision where such Mortgaged Real Property is situated and suitable for recordingsecuring the Second Lien Obligations, registering together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof and such financing statements and other similar statements in all filingrespect of each such Mortgage, registration or and any other instruments necessary to grant the interests purported to be granted by each such Mortgage (and to record such Mortgage in the appropriate recording offices that offices) under the Notes Collateral Agent may reasonably deem necessary laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall be effective to create a valid and enforceable Lien, subject to Permitted Collateral Liens, Second Priority Lien on such Mortgaged Property in favor of the Notes Collateral Agent for its benefit and for the benefit of itself the Trustee and the Holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations, subject to no Liens other Noteholder Secured Partiesthan Permitted Collateral Liens (it being understood and agreed that each Mortgage shall be substantially in the form of the mortgages securing the First Lien Obligations and executed and delivered by certain of the Grantors in July 2007, with such changes to said form as may be necessary or appropriate to cause the Mortgages to secure the Second Lien Obligations in favor of the Collateral Agent for its benefit and for the benefit of the Trustee and the Holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations and to conform to and give effect to the transactions contemplated hereby and in the Final Offering Memorandum and including such schedules and provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under applicable local or foreign law); (ii) mortgagee’s with respect to each Mortgage encumbering any Mortgaged Property, a title search dated contemporaneous with the delivery of such Mortgage conducted by a title insurer which reflects that such Mortgaged Property is free and clear of all defects and encumbrances other than Permitted Collateral Liens (it being understood and agreed that title insurance policy or marked up unconditional binder policies, surveys and legal opinions shall not be required to be delivered pursuant to this Section 4.21; provided, that, if requested by the Collateral Agent, the applicable Grantor will use best efforts to obtain a legal opinion covering the enforceability of title insurance (subject to Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at Mortgage under the local law of the jurisdiction where the applicable in which such Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to such title insurance companylocated); (iii) either (x) an ALTA survey prepared and certified to the Notes extent not previously delivered to the Collateral Agent, policies or certificates of property insurance covering the Mortgaged Properties, and any other assets of the Grantors as required by this Indenture and the Security Documents, which policies or certificates name the Collateral Agent by a surveyor acceptable to for its benefit and for the benefit of the Trustee and the Holders of the Notes Collateral Agent and the holders of any Permitted Additional Pari Passu Obligations, as additional insured and loss payee and mortgagee, as applicable and appropriate, as its interests may appear, and shall otherwise bear endorsements of the character required pursuant to this Indenture and the Security Documents; (iv) evidence of payment of required recording costs and taxes due in respect of the execution, delivery or (y) “no change to survey affidavit” or such recording of the Mortgages, fixture filings and related documents, and search and examination charges, and any other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsementsamounts then due in connection therewith; and (ivv) executed such further information, certificates and documents evidencing or relating to the Mortgaged Property or required to effect the foregoing as the Initial Purchasers, the Collateral Agent or their respective counsel may reasonably request, including, without limitation, such information, certificates and documents substantially similar in form and substance to those delivered to the First Lien Agent pursuant to the First Lien Documents, but excluding title insurance policies, surveys and legal opinions regarding (x) the enforceability of each Mortgage from counsel except as set forth in the state proviso to clause (ii) above). (b) Notwithstanding anything to the contrary contained in which such parcel of this Indenture or the Security Documents, with respect to any Mortgaged Real Property is located and (y) acquired by any Grantor following the due authorizationIssue Date, execution and delivery of the applicable Grantors shall use commercially reasonable efforts to deliver to the Collateral Agent the following, in each Mortgage, eachcase, in form and substance reasonably satisfactory to the Collateral Agent and its counsel, within 90 days following the date of acquisition thereof: (i) a Mortgage granted by the owner or lessee, as applicable, of such Mortgaged Property in favor of the Collateral Agent for its benefit and for the benefit of the Trustee and the Holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations, encumbering each applicable Grantor’s fee or leasehold interest in such Mortgaged Property, duly executed and acknowledged by each such Grantor in form for recording in the appropriate recording office of the political subdivision where such Mortgaged Property is situated and securing the Second Lien Obligations, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof and such financing statements and other similar statements in respect of each such Mortgage, and any other instruments necessary to grant the interests purported to be granted by each such Mortgage (and to record such Mortgage in the appropriate recording offices) under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall be effective to create a valid and enforceable Second Priority Lien on such Mortgaged Property in favor of the Collateral Agent for its benefit and for the benefit of the Trustee and the Holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations, subject to no Liens other than Permitted Collateral Liens (it being understood and agreed that each Mortgage shall be substantially in the form of the mortgages securing the First Lien Obligations and executed and delivered by certain of the Grantors in July 2007, with such changes to said form as may be necessary or appropriate to cause the Mortgages to secure the Second Lien Obligations in favor of the Collateral Agent for its benefit and for the benefit of the Trustee and the Holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations and to conform to and give effect to the transactions contemplated hereby and in the Final Offering Memorandum and including such schedules and provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under applicable local or foreign law); (ii) with respect to such Mortgage, a title search dated contemporaneous with the delivery of such Mortgage conducted by a title insurer which reflects that such Mortgaged Property is free and clear of all defects and encumbrances other than Permitted Collateral Liens (it being understood and agreed that title insurance policies, surveys and legal opinions shall not be required to be delivered pursuant to this Section 4.21; provided, that, if requested by the Collateral Agent, the applicable Grantor will use best efforts to obtain a legal opinion covering the enforceability of such Mortgage under the local law of the jurisdiction in which such Mortgaged Property is located); (iii) to the extent not previously delivered to the Collateral Agent, policies or certificates of property insurance covering such Mortgaged Property, as required by this Indenture and the Security Documents, which policies or certificates name the Collateral Agent for its benefit and for the benefit of the Trustee and the Holders of the Notes and the holders of any Permitted Additional Pari Passu Obligations, as additional insured and loss payee and mortgagee, as applicable and appropriate, as its interests may appear, and shall otherwise bear endorsements of the character required pursuant to this Indenture and the Security Documents; (iv) evidence of payment of required recording costs and taxes due in respect of the execution, delivery or recording of such Mortgage, fixture filings and related documents, and search and examination charges, and any other amounts then due in connection therewith; and (v) such further information, certificates and documents evidencing or relating to such Mortgaged Property or required to effect the foregoing as the Collateral Agent or its counsel may reasonably request, including, without limitation, such information, certificates and documents substantially similar in form and substance to those delivered to the First Lien Agent pursuant to the First Lien Documents, but excluding any title insurance policies, surveys or legal opinions (except as set forth in the proviso to clause (ii) above). (bc) Within 60 days All conditions precedent, representations and covenants contained in this Indenture and the Security Documents shall be deemed modified to the extent necessary to effect the foregoing provisions of this Section 4.21 (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in any of the above-referenced agreements); provided that, to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Issue Date (or such longer period as may Date, the respective representation and warranty shall be agreed by required to be true and correct in all material respects at the Notes Collateral Agent time the respective action is taken in its sole discretion), use commercially reasonable efforts to deliver customary insurance certificates accordance with respect to liability insurance and insurance policies maintained by the Issuer and Guarantors covering their properties and business against loss or damage, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder and, in the case provisions of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming the Notes Collateral Agent as loss payee thereunderthis Section 4.21.

Post-Closing Covenant. (a) Within 90 days Subject to the provisions of the Issue Collateral and Guarantee Requirement and any applicable limitations in any Loan Document, Borrower hereby agrees with the Administrative Agent to deliver, on or before the date that is 120 days after the Amendment Effective Date (or such later date longer period of time as may be agreed by the First Lien Administrative Agent may agree in its reasonable sole discretion), the Notes Collateral Agent shall have received, with respect to each Mortgaged Real Property: (a) 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 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 Administrative Agent and otherwise approved by the applicable local counsel for filing in the appropriate jurisdiction; (b) with respect to each Mortgage Amendment (other than those Mortgage Amendments relating to Mortgaged Property located in New Jersey and Ohio), a date down endorsement to each existing mortgage title policy (if such endorsement is not available in the jurisdiction, a title search and modification endorsement in lieu thereof) (each, a “Datedown Endorsement,” collectively, the “Datedown Endorsements”) relating to the Mortgaged Property subject to such Mortgage insuring the Administrative Agent that such Mortgage, as amended by such Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the followingCollateral Agent for the benefit of the Secured Parties and that there are no Liens of record in violation of the provisions of the Loan Documents, and such Datedown Endorsement shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent; and (c) with respect to each Mortgage Amendment relating to Mortgaged Property located in New Jersey and Ohio, (i) title searches in form and substance reasonably acceptable to the Administrative Agent, conducted by a title insurance company reasonably acceptable to the Administrative Agent, which reflect that there are no Liens of record in violation of the provisions of the Loan Documents and (ii) opinions addressed to the Administrative Agent and the Collateral Agent for its benefit and for the benefit of the Secured Parties of (A) local counsel in each jurisdiction where the Mortgaged Property is located with respect to the enforceability and perfection of the Mortgages, as amended by such Mortgage Amendments, and other matters customarily included in such opinions and (ii) counsel for the Borrower regarding due authorization, execution and delivery of such Mortgage Amendments, in each case, in form and substance reasonably satisfactory to the Notes Collateral Agent: (i) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Real Property, duly executed and delivered by the record owner of such Mortgaged Real Property and suitable for recording, registering or filing in all filing, registration or recording offices that the Notes Collateral Agent may reasonably deem necessary to create a valid and enforceable Lien, subject to Permitted Collateral Liens, in favor of the Notes Collateral Agent for the benefit of itself and the other Noteholder Secured Parties; (ii) mortgagee’s title insurance policy or marked up unconditional binder of title insurance (subject to Permitted Collateral Liens) in amount, form, and substance as customary and appropriate and including such endorsements as customary and which are available at the jurisdiction where the applicable Mortgaged Real Property is located (and in connection therewith, the Issuer or the applicable Guarantor shall deliver to the applicable title company an “owner’s affidavit and GAP indemnity” in form and substance reasonably acceptable to such title insurance company); (iii) either (x) an ALTA survey prepared and certified to the Notes Collateral Agent by a surveyor acceptable to the Notes Collateral Agent or (y) “no change to survey affidavit” or such other certificates or documents as the applicable title insurance company requires to remove the standard survey exception and issue standard survey-related endorsements; and (iv) executed legal opinions regarding (x) the enforceability of each Mortgage from counsel in the state in which such parcel of Mortgaged Real Property is located and (y) the due authorization, execution and delivery of each Mortgage, each, in form and substance reasonably satisfactory to the Notes Collateral Administrative Agent. (b) Within 60 days of the Issue Date (or such longer period as may be agreed by the Notes Collateral Agent in its sole discretion), use commercially reasonable efforts to deliver customary insurance certificates with respect to liability insurance and insurance policies maintained by the Issuer and Guarantors covering their properties and business against loss or damage, with endorsements (where customary and applicable), which name the Notes Collateral Agent as an additional insured thereunder and, in the case of each casualty insurance policy, where applicable, contain either a loss payable clause or a customary endorsement naming the Notes Collateral Agent as loss payee thereunder.