Common use of Post-Closing Requirements Clause in Contracts

Post-Closing Requirements. Within ninety (90) days after the Incremental Term Loan Closing Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either: (a) email correspondence provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that: (x) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage), including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and (y) no other documents, instruments, filings, recordings, rerecordings, 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 Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or

Post-Closing Requirements. Within ninety (90) 30 days after the Incremental Term Loan Closing Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect deliver to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either: (a) email correspondence provided all original certificates evidencing the Stock of all non-U.S. Subsidiaries of Parent pledged pursuant to the Administrative Agent Security Agreement along with stock powers therefor duly executed in blank and otherwise in form and substance reasonably satisfactory to the Administrative Agent, from local counsel or, to the extent no such certificate is available, evidence of the notation of Agent’s Lien on such Stock in the jurisdiction in which the real property encumbered by a Mortgage is located substantially share registry of such non-U.S. Subsidiary, together with updated Schedules 4.8(c) and 4 to the effect that:Disclosure Letter which are complete and accurate as of such date; (xb) evidence, in form and substance satisfactory to Agent, of either (i) the recording acknowledgment by the applicable Governmental Authority of the existing Mortgage is the only filing or recording receipt of all documentation and payments necessary to give constructive notice release the tax Liens listed on Schedule 5.20(b) to third parties the Disclosure Letter or (ii) the Credit Parties’ non-affiliation with the debtor listed on such tax Liens, it being understood and agreed that nothing set forth in this Section 5.20(b) shall preclude Agent from imposing any reserve under Section 2.1(b) with respect to such tax Liens; (c) evidence, in form and substance satisfactory to Agent, that Parent has submitted all filings necessary to register in Parent’s name all intellectual property listed on Schedule 4.15 to the Disclosure Letter which is registered in the name of a predecessor in interest to Parent; and (d) evidence, in form and substance satisfactory to Agent, that each Credit Party has filed applications and taken any and all other actions reasonably necessary to register the lien created by such Mortgage as security for the Secured Obligations set or collection of Copyrights (as defined in the Mortgage), including the Secured Obligations evidenced by the Credit Security Agreement, as amended pursuant ) relating to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit each item of the Secured Parties Software (as defined in the MortgageSecurity Agreement); and , and each new major release of such Software, of such Credit Party constituting the Required Library (yas defined in the Security Agreement) no other documents, instruments, filings, recordings, rerecordings, 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 as of the Lien created by such Mortgage as security for Closing Date, in good faith and in accordance with the Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, procedures and the other documents executed in connection therewith, for the benefit regulations of the Secured Parties; orUnited States Copyright Office and in a manner sufficient to impart constructive notice of such Credit Party’s ownership thereof.

Post-Closing Requirements. Within ninety (90) days after the Incremental Term Loan Closing Amendment No. 5 Effective Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to the existing Mortgages, received the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either: : (a) Written confirmation (which may be in the form of email correspondence correspondence) provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that: : (xi) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage)Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties Parties; and (as defined in the Mortgage); and (yii) no other documents, instruments, filings, recordings, rerecordingsre-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 Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; oror (b) such other documentation as shall confirm the enforceability, validity, perfection and priority of the lien of the Mortgage in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by the Agent: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law; (ii) a favorable opinion or opinions, addressed to the Agent and the Secured Parties covering, among other things, the enforceability, due authorization, execution and delivery of the applicable Mortgage, as amended by the Mortgage Amendment; (iii) a date down endorsement to the existing title policy (or other title product where a date down endorsement is not available in the applicable jurisdiction), which shall reasonably assure the Agent as of the date of such endorsement (or as of the date of such other title product) that the real property subject to the lien of such Mortgage, as amended by the Mortgage Amendment, is free and clear of all title defects and encumbrances except for Permitted Liens;

Post-Closing Requirements. Within ninety (90) days after the Incremental Term Loan Closing Amendment Effective Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to the existing Mortgages, received the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either: : (a) Written confirmation (which may be in the form of email correspondence correspondence) provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that: (xi) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage)Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage)Parties; and (yii) no other documents, instruments, filings, recordings, rerecordingsre-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 Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (b) such other documentation as shall confirm the enforceability, validity, perfection and priority of the lien of the Mortgage in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by the Agent: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law; (ii) a favorable opinion or opinions, addressed to the Agent and the Secured Parties covering, among other things, the enforceability, due authorization, execution and delivery of the applicable Mortgage, as amended by the Mortgage Amendment; (iii) a date down endorsement to the existing title policy (or other title product where a date down endorsement is not available in the applicable jurisdiction), which shall reasonably assure the Agent as of the date of such endorsement (or as of the date of such other title product) that the real property subject to the lien of such Mortgage, as amended by the Mortgage Amendment, is free and clear of all title defects and encumbrances except for Permitted Liens; (iv) evidence of payment by the Borrower of all search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above; and (v) such affidavits, certificates, information and instruments of indemnification as shall be required, and evidence of payment of all title insurance premiums and other charges, to induce the title insurance company to issue the endorsement to the title policy (or other title product) contemplated in this Section 6(b).

Post-Closing Requirements. Within The Collateral Agent shall have received the following within ninety (90) days after the Incremental Term Loan Closing Date, unless waived or extended by the Administrative Agent in its sole discretiondiscretion for one or two additional periods of not more than thirty (30) days each: (a) a Mortgage encumbering each Mortgaged Property in favor of the Collateral Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable Laws, and such financing statements and any other instruments necessary to ▇▇▇▇▇ ▇ ▇▇▇▇ on such Mortgaged Property and related leases, rents and fixtures under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to Collateral Agent; (b) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Transactions or as shall reasonably be deemed necessary by the Collateral Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property; provided that if the grant of a security interest in such Mortgaged Property requires the consent of a landlord, the grant of such security interest shall not be required if such consent shall not have been obtained notwithstanding the use of commercially reasonable efforts (which shall not include the provision of any economic or other material concession to such landlord to secure such consent); (c) with respect to each Mortgage, a Mortgage Policy; (d) with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the title company to issue the Mortgage Policy/ies and endorsements contemplated above; (e) evidence reasonably acceptable to the Collateral Agent of payment by Borrower of all Mortgage Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Mortgage Policies referred to above (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 such Mortgage shall be limited to 110% of the estimated fair market value of the Mortgaged Property encumbered by such Mortgage, if such limitation results in such mortgage tax being calculated based upon such fair market value); (f) with respect to each real property encumbered or Mortgaged Property, copies of all leases in which Borrower or any Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Mortgaged Property, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Property, either expressly by its terms or, if reasonably required by the Collateral Agent, pursuant to a Mortgagesubordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Administrative Collateral Agent; (g) an ALTA survey in a form and substance reasonably acceptable to the Collateral Agent shall have receivedor such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Mortgage Policy (or modify such survey exceptions in the manner required in the applicable jurisdiction) related to such Mortgaged Property; (h) a completed “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto, if any) and if any Mortgaged Property is located in a flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Loan Parties and (ii) certificates of insurance evidencing the insurance required by Section 6.07 in form and substance satisfactory to the Collateral Agent; and (i) opinion(s) of counsel with respect to the existing Mortgages, which shall include opinions as to (i) the followingenforceability of the Mortgages, in each case (ii) the power and authority of Borrower or the applicable Loan Parties to execute the Mortgages and (iii) the due execution and delivery of the Mortgages and shall otherwise be in form and substance reasonably acceptable to the Administrative Collateral Agent, either: (a) email correspondence provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that: (x) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage), including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and (y) no other documents, instruments, filings, recordings, rerecordings, 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 Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or.

Post-Closing Requirements. Within ninety (90) days after the Incremental Term Loan Closing Amendment No. 2 Effective Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to the existing Mortgages, received the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either: (a) Written confirmation (which may be in the form of email correspondence correspondence) provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that: (xi) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage)Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage)Parties; and (yii) no other documents, instruments, filings, recordings, rerecordingsre-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 Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (b) such other documentation as shall confirm the enforceability, validity, perfection and priority of the lien of the Mortgage in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by the Agent: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law; (ii) a favorable opinion or opinions, addressed to the Agent and the Secured Parties covering, among other things, the enforceability, due authorization, execution and delivery of the applicable Mortgage, as amended by the Mortgage Amendment; (iii) a date down endorsement to the existing title policy (or other title product where a date down endorsement is not available in the applicable jurisdiction), which shall reasonably assure the Agent as of the date of such endorsement (or as of the date of such other title product) that the real property subject to the lien of such Mortgage, as amended by the Mortgage Amendment, is free and clear of all title defects and encumbrances except for Permitted Liens; (iv) evidence of payment by the Borrower of all search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above; and (v) such affidavits, certificates, information and instruments of indemnification as shall be required, and evidence of payment of all title insurance premiums and other charges, to induce the title insurance company to issue the endorsement to the title policy (or other title product) contemplated in this Section 6(b).

Post-Closing Requirements. (a) Within ninety (90) 21 days after the Incremental Term Loan Closing Date, unless waived the Credit Parties shall deposit $5 million into the Cash Collateral Account, which deposit shall be in addition to the deposit required pursuant to Section 5.1(q). (b) Within 30 days after the Closing Date, the Administrative Agent shall have completed a field examination (whether through internal or extended third party appraisers or both), at the Borrower's expense, with respect to the Borrower's accounts receivable and inventory, the results of which demonstrate that the margined value of the Borrower's accounts receivable and inventory, together with the value attributed to the Executive Buildings (such value not to exceed $7 million), when added to the amount of cash in the Cash Collateral Account is at least equal to $112.5 million. (c) Within 30 days after the Closing Date, the Borrower shall deliver to the Administrative Agent (i) copies of certificates of good standing, existence or their equivalent with respect to each Credit Party certified as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of incorporation or organization and each other jurisdiction in which the failure to so qualify and be in good standing would have a Material Adverse Effect on the business or operations of a Credit Party in such jurisdiction and (ii) copies of the articles or certificates of incorporation or other charter documents of each Credit Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization. (d) Within 30 days after the Closing Date, the Borrower shall deliver to the Administrative Agent the following: (i) searches of Uniform Commercial Code ("UCC") filings in the jurisdiction of the chief executive office of each New Subsidiary (and each other Credit Party which the Administrative Agent deems appropriate) and each jurisdiction where any Collateral is located or where a filing would need to be made (and has not previously been made) in order to perfect the Administrative Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions, evidence that no Liens exist other than Permitted Liens and such payoff letters and UCC termination statements as required by the Administrative Agent in connection with such UCC search results; (ii) duly executed UCC financing statements (or amendments to UCC financing statements) for each appropriate jurisdiction as is necessary, in the Administrative Agent's sole discretion, to perfect the Administrative Agent's security interest in the Collateral; (iii) searches of ownership of the intellectual property of each New Subsidiary (and each other Credit Party which the Administrative Agent deems appropriate) in the appropriate governmental offices as requested by the Administrative Agent and such patent, trademark and copyright filings as requested by the Administrative Agent in connection therewith; (iv) evidence of the transfer of all assets of Maxim Industries (other than immaterial assets not to exceed $1000 in the aggregate) to a Credit Party, such evidence to be in form and substance satisfactory to the Administrative Agent; (v) copies of insurance policies or certificates of insurance of the New Subsidiaries evidencing liability and casualty insurance meeting the requirements set forth in the Credit Documents, including, but not limited to, naming the Administrative Agent as additional insured or loss payee on behalf of the Lenders; (vi) to the extent not previously delivered to the Administrative Agent, evidence of any merger of a Credit Party under the Prior Credit Agreement with and into another Credit Party under the Prior Credit Agreement, in form and substance satisfactory to the Administrative Agent; (vii) with respect to each leased location of a Credit Party (i) on which such Credit Party maintains in excess of $400,000 of inventory and (ii) for which the Administrative Agent in its sole discretiondiscretion determines that a landlord consent is required, with respect to each real property encumbered receipt by a Mortgage, the Administrative Agent shall have received, with respect to of a landlord consent from the existing Mortgages, the following, in each case respective landlord in form and substance reasonably satisfactory to the Administrative Agent; and (viii) all original executed note receivables owing to a Credit Party, together with duly executed allonges, in form and substance acceptable to the Administrative Agent, either:attached thereto. (ae) email correspondence provided Within 30 days after the Closing Date (or such later date as the Administrative Agent may agree), the Borrower shall deliver to the Administrative Agent Agent, with respect to the Real Property on which each of the Executive Buildings is located, (i) a deed to secure debt and security agreement executed by the Borrower in favor of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, from local counsel (ii) duly executed UCC fixture financing statements for each appropriate jurisdiction as is necessary, in the jurisdiction Administrative Agent's sole discretion, to perfect the Administrative Agent's security interest in which the real property encumbered by a Mortgage is located substantially Collateral described therein, (iii) an opinion of counsel to the effect that: Borrower in form and substance satisfactory to the Administrative Agent, (xiv) a mortgagee title policy, in form and substance satisfactory to the recording of Administrative Agent, together with such title endorsements as the existing Mortgage is Administrative Agent may require, (v) an appraiser from a qualified appraiser satisfactory to the only filing or recording necessary Administrative Agent, (vi) an environmental site assessment from an environmental consultant satisfactory to give constructive notice the Administrative Agent, (viii) an ALTA survey, in form and substance satisfactory to third parties of the lien created by Administrative Agent and (ix) such Mortgage other real estate collateral documentation as security for the Secured Obligations (as defined in the Mortgage), including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and (y) no other documents, instruments, filings, recordings, rerecordings, 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 Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; orAdministrative Agent may require.

Post-Closing Requirements. Within ninety 30 days following the Closing Date (90) days after the Incremental Term Loan Closing Date, unless to be extended or waived or extended by the Administrative Collateral Agent in its sole discretion), with the Collateral Agent shall have received the following: (A) With respect to each parcel of real property encumbered subject to an existing Mortgage (the “Existing Mortgaged Property”): (1) an amendment to each existing Mortgage (each a “Mortgage Amendment”) (or to the extent requested by a Mortgage, the Administrative Agent Agent, a new Mortgage) duly executed and acknowledged by the applicable Credit Party, and in form for recording in the recording office where each such existing Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall have received, be required in connection with respect to the existing Mortgages, the followingrecording or filing thereof under applicable law, in each case in form and substance reasonably acceptable satisfactory to the Administrative Collateral Agent, either:; (a2) email correspondence provided to the Administrative Agent extent any Credit Party has obtained an owner’s title policy with respect to any Existing Mortgaged Property, a copy of a title search with respect thereto issued with respect to such Existing Mortgaged Property, which shall be in form and substance reasonably satisfactory to the Administrative Collateral Agent, from confirming that such Existing Mortgaged Property is free and clear of all defects and encumbrances other than Excepted Liens; (3) such affidavits, documents, certificates, information (including financial data) and instruments of indemnification as shall be reasonably requested by the Collateral Agent to confirm the matters described in clause (f)(i)(A)(2) of this Section 7.8 and evidence of payment by the Borrower of all costs, expenses and charges with respect thereto; (4) with respect to each Mortgage Amendment, opinions of local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that:Credit Parties, which opinions (a) shall be addressed to the Collateral Agent and each of the Secured Parties, (b) shall cover the due authorization, execution, delivery and enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as Administrative Agent may reasonably request and (c) shall be in form and substance reasonably satisfactory to the Collateral Agent; (x5) evidence acceptable to the Collateral Agent of payment by the Credit Parties of all applicable search and examination charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the existing Mortgage is the only filing or recording necessary Amendments referred to give constructive notice to third parties in clause (f)(i)(A)(1) of the lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage), including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage)Section 7.8; and (y6) no copies of all recorded documents creating exceptions to the title searches referred to in clause (f)(i)(A)(2) of this Section 7.8; (B) With respect to each parcel of real property set forth on Schedule 7.8(f)(i)(B) (the “New Mortgaged Property”): (1) a Mortgage duly executed and acknowledged by the applicable Credit Party, and in form for recording in the recording office of each applicable political subdivision where each such New Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (2) to the extent any Credit Party has obtained an owner’s title policy with respect to any New Mortgaged Property, a copy of a title search with respect thereto issued with respect to such New Mortgaged Property, which shall be in form and substance reasonably satisfactory to the Collateral Agent, confirming that such New Mortgaged Property is free and clear of all defects and encumbrances other than Excepted Liens; (3) such affidavits, documents, instrumentscertificates, filings, recordings, rerecordings, re-filings or other actions, including, without limitation, the payment information (including financial data) and instruments 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 indemnification as security for the Secured Obligations, including the Secured Obligations evidenced shall be reasonably requested by the Collateral Agent to confirm the matters described in clause (f)(i)(B)(2) of this Section 7.8 and evidence of payment by the Borrower of all costs, expenses and charges with respect thereto; (4) with respect to each Mortgage, opinions of local counsel to the Credit AgreementParties, as amended pursuant which opinions (a) shall be addressed to this Incremental Amendment, the Collateral Agent and the other documents executed in connection therewith, for the benefit each of the Secured Parties, (b) shall cover the due authorization, execution, delivery and enforceability of the respective Mortgage and such other matters incident to the transactions contemplated herein as Administrative Agent may reasonably request and (c) shall be in form and substance reasonably satisfactory to the Collateral Agent; (5) evidence acceptable to the Collateral Agent of payment by the Credit Parties of all applicable search and examination charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages referred to in clause (f)(i)(B)(1) of this Section 7.8; orand (6) copies of all recorded documents creating exceptions to the title searches referred to in clause (f)(i)(B)(2) of this Section 7.8; (C) a Phase I environmental assessment and such other environmental report reasonably requested by the Collateral Agent regarding each parcel of real property subject to an existing Mortgage or new Mortgage by an environmental engineering firm acceptable to the Collateral Agent showing no environmental conditions in violation of Environmental Laws or liabilities under Environmental Laws, either of which could reasonably be expected to have a Material Adverse Effect; and (D) such other certificates, documents and information as are reasonably requested by the Lenders.

Post-Closing Requirements. Within ninety (90) days after the Incremental Term Loan Closing Sixth Amendment and Restatement Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either: (a) email correspondence provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that: (x) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage), including the Secured Obligations evidenced by the Sixth Amended and Restated Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and (y) no other documents, instruments, filings, recordings, rerecordings, 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 Secured Obligations, including the Secured Obligations evidenced by the Sixth Amended and Restated Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (b) such other documentation with respect to each real property encumbered by a Mortgage, in each case in form and substance reasonably acceptable to the Administrative Agent, as shall confirm the enforceability, validity and perfection of the lien in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by the Administrative Agent: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Credit Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law; (ii) a favorable opinion, addressed to the Administrative Agent and the Secured Parties (as defined in the Security Agreement) covering, among other things, the enforceability of the applicable Mortgage as amended by the Mortgage Amendment (such opinion may take assumptions for any matters addressed in the local counsel opinion originally delivered in connection with the Mortgage); (iii) a date down endorsement to the existing title policy, which shall be in form and substance reasonably satisfactory to the Administrative Agent and reasonably assure the Administrative Agent as of the date of such endorsement that the real property subject to the lien of such Mortgage is free and clear of all defects and encumbrances except those Liens permitted under such Mortgage (for the avoidance of doubt, for title policies related to real property in Texas, the form T-38 endorsement and a title search shall satisfy this requirement); (iv) evidence of payment by the Borrower of all search and examination charges escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above; and (v) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to the title policy contemplated in this Section 6(b) and evidence of payment of all applicable title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the issuance of the endorsement to the title policy contemplated in this Section 6(b).

Post-Closing Requirements. Within ninety one hundred twenty (90120) days after the Incremental Term Loan Closing Fourth Amendment and Restatement Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent, : either: (a) email correspondence provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that: (xi) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage), including the Secured Obligations evidenced by the Fourth Amended and Restated Credit Agreement, as amended pursuant to this Incremental Amendment, Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and (yii) no other documents, instruments, filings, recordings, rerecordings, 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 Secured Obligations, including the Secured Obligations evidenced by the Fourth Amended and Restated Credit Agreement, as amended pursuant to this Incremental Amendment, Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (b) such other documentation with respect to each real property encumbered by a Mortgage, in each case in form and substance reasonably acceptable to the Administrative Agent, as shall confirm the enforceability, validity and perfection of the lien in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by the Administrative Agent: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Credit Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law; (ii) a favorable opinion, addressed to the Administrative Agent and the Secured Parties (as defined in the Security Agreement) covering, among other things, the due authorization, execution, delivery and enforceability of the applicable Mortgage as amended by the Mortgage Amendment (such opinion may take assumptions for any matters addressed in the local counsel opinion originally delivered in connection with the Mortgage); (iii) a date down endorsement to the existing title policy, which shall be in form and substance reasonably satisfactory to the Administrative Agent and reasonably assure the Administrative Agent as of the date of such endorsement that the real property subject to the lien of such Mortgage is free and clear of all defects and encumbrances except those Liens permitted under such Mortgage (for the avoidance of doubt, for title policies related to real property in Texas, the form T-38 endorsement and/or a title search shall satisfy this requirement); (iv) evidence of payment by the Borrower of all search and examination charges escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above; and (v) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to the title policy contemplated in this Section 4(b) and evidence of payment of all applicable title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the issuance of the endorsement to the title policy contemplated in this Section 4(b).

Post-Closing Requirements. (a) Within ninety 120 days following the Closing Date (90) days after the Incremental Term Loan Closing Date, unless waived or extended such longer period as may be agreed to by the Administrative Agent in its sole discretion), with respect the Company shall, or shall cause the applicable Loan Party, to each real property encumbered by a Mortgage, deliver to the Administrative Agent shall have received, with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either: (ai) email correspondence provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, Written or e-mail confirmation from local counsel in the jurisdiction in which the real property encumbered by a Mortgage Mortgaged Property is located substantially to the effect that: : (xi) the recording of the existing Mortgage (and any related fixture filing) is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage)Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, Agreement and the other documents executed in connection therewithherewith, for the benefit of the Secured Parties Parties, and (as defined in the Mortgage); and (yii) no other documents, instruments, filings, recordings, rerecordingsre-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording taxes or similar taxes, taxes are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the Lien lien created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, Agreement and the other documents executed in connection therewithherewith, for the benefit of the Secured Parties, unless any such mortgage recording taxes are payable in connection with the transactions contemplated by this Agreement, in which case such written confirmation shall so state; or, for any Mortgage recorded in a jurisdiction in which local counsel is unable to provide the foregoing written or email confirmation, with respect to such Mortgage, the deliverables listed in clause (b) below; (ii) An amendment to the Mortgage on each Real Property listed on Schedule 7.11 hereto (“Mortgage Amendment”) in each case, as security for the Secured Obligations, subject only to Permitted Encumbrances. Such Mortgage Amendments shall be granted substantially in the form to be reasonably agreed to by the Borrower and Administrative Agent. Such Mortgage Amendments shall be submitted to be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, continue, preserve and protect the Liens in favor of the Administrative Agent, and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require to confirm the validity, continuation, perfection and priority of the Lien of each such Mortgage Amendment on such Real Property (including delivery to the Administrative Agent of a datedown endorsement to the Mortgage Policy, and a local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent) in respect of such Mortgage Amendment). (b) Within 20 Business Days following the Closing Date (or such longer period as may be agreed to by the Administrative Agent in its sole discretion), the Company shall (or shall cause its Subsidiaries to), to the extent required under the Security Agreement, deliver to the Administrative Agent all certificates, agreements or instruments representing or evidencing the Securities Collateral (as defined in the Security Agreement) in existence on the Closing Date in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, to the extent not delivered on the Closing Date after commercially reasonable efforts.

Post-Closing Requirements. Within ninety (90) days after the Incremental Term Loan Closing Fifth Amendment and Restatement Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent, either: (a) email correspondence provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that: (x) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage), including the Secured Obligations evidenced by the Fifth Amended and Restated Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the Mortgage); and (y) no other documents, instruments, filings, recordings, rerecordings, 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 Secured Obligations, including the Secured Obligations evidenced by the Fifth Amended and Restated Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or (b) such other documentation with respect to each real property encumbered by a Mortgage, in each case in form and substance reasonably acceptable to the Administrative Agent, as shall confirm the enforceability, validity and perfection of the lien in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by the Administrative Agent: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Credit Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law; (ii) a favorable opinion, addressed to the Administrative Agent and the Secured Parties (as defined in the Security Agreement) covering, among other things, the due authorization, execution, delivery and enforceability of the applicable Mortgage as amended by the Mortgage Amendment (such opinion may take assumptions for any matters addressed in the local counsel opinion originally delivered in connection with the Mortgage); (iii) a date down endorsement to the existing title policy, which shall be in form and substance reasonably satisfactory to the Administrative Agent and reasonably assure the Administrative Agent as of the date of such endorsement that the real property subject to the lien of such Mortgage is free and clear of all defects and encumbrances except those Liens permitted under such Mortgage (for the avoidance of doubt, for title policies related to real property in Texas, the form T-38 endorsement and a title search shall satisfy this requirement); (iv) evidence of payment by the Borrower of all search and examination charges escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above; and (v) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to the title policy contemplated in this Section 8(b) and evidence of payment of all applicable title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the issuance of the endorsement to the title policy contemplated in this Section 8(b).

Post-Closing Requirements. Within ninety one-hundred fifty (90150) days after the Incremental Term Loan Closing Restatement Date, unless waived or extended by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Administrative Agent shall have received, with respect to received either the existing Mortgages, items listed in paragraph (a) or the following, items listed in each case in form and substance reasonably acceptable to the Administrative Agent, eitherparagraph (b) as follows: (a) email correspondence provided (i) a favorable opinion, addressed to the Administrative Agent and each of the Secured Parties (as defined in the Security Agreement), in form and substance reasonably satisfactory to the Administrative Agent, from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that: (x) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage)Obligations, including the Secured Obligations evidenced by the Amended and Restated Credit Agreement, as amended pursuant to this Incremental Amendment, Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties (as defined in the MortgageSecurity Agreement); and (y) no other documents, instruments, filings, recordings, rerecordingsre-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage recording re-cording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the Lien lien created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by the Amended and Restated Credit Agreement, as amended pursuant to this Incremental Amendment, Agreement and the other documents executed in connection therewith, for the benefit of the Secured PartiesParties (as defined in the Security Agreement); orand (ii) a title search to the applicable real property encumbered by a Mortgage demonstrating that such real property is free and clear of all Liens (except those Liens created or permitted under the Amended and Restated Credit Agreement and the Collateral Documents); (b) with respect to the existing Mortgages, the following, in each case in form and substance reasonably acceptable to the Administrative Agent: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, duly executed and acknowledged by the applicable Credit Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law; (ii) a favorable opinion, addressed to the Administrative Agent and the Secured Parties (as defined in the Security Agreement) covering, among other things, the due authorization, execution, delivery and enforceability of the applicable Mortgage as amended by the Mortgage Amendment (such opinion may take assumptions for any matters addressed in the local counsel opinion originally delivered in connection with the Mortgage); (iii) a date down endorsement to the existing title policy, which shall be in form and substance reasonably satisfactory to the Administrative Agent and reasonably assure the Administrative Agent as of the date of such endorsement that the real property subject to the lien of such Mortgage is free and clear of all defects and encumbrances except those Liens permitted under such Mortgage (for the avoidance of doubt, for title policies related to real property in Texas, the form T-38 endorsement and a title search shall satisfy this requirement); (iv) evidence of payment by the Borrower of all search and examination charges escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgage Amendment referred to above; and (v) such affidavits, certificates, information and instruments of indemnification as shall be required to induce the title insurance company to issue the endorsement to the title policy contemplated in this Section 6 and evidence of payment of all applicable title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the issuance of the endorsement to the title policy contemplated in this Section 6.

Post-Closing Requirements. Within ninety (90a) On or prior to the date that is 90 days after following the Incremental Term Loan Closing Date, unless waived or Date (as such period may be extended by the Administrative Agent in its sole discretion), with respect to each real property encumbered by a any lender’s title insurance policy insuring an Existing Mortgage, the Administrative Agent shall have received, a mortgage modification endorsement with respect to the existing Mortgagessuch mortgaged property, the following, in each case in form and substance executed by a title company reasonably acceptable satisfactory to the Administrative Agent, either: (a) email correspondence provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, from local counsel insuring that the validity, enforceability and priority of the applicable Mortgage, and the effectiveness of such title policy, shall remain unchanged following recordation of the related modification contemplated by Section 4.01(a)(iii). (b) On or prior to the date that is sixty (60) days following the Closing Date (as such period may be extended by the Administrative Agent in the jurisdiction in which the its sole discretion), with respect to any real property encumbered (other than any Excluded Real Property) owned by a Mortgage is located substantially each of Targa Pipeline and each of its Subsidiaries (other than the Excluded TPL Subsidiaries and those Subsidiaries of Targa Pipeline that are deemed to be Included Unrestricted Subsidiaries pursuant to the effect thatdefinition thereof), deliver to the Administrative Agent and the Collateral Agent: (xi) deeds of trust, mortgages, leasehold deeds of trust and leasehold mortgages, duly executed by the recording appropriate Loan Party, together with: (A) evidence that counterparts of the existing Mortgage is the only such Post-Closing Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent and Collateral Agent may deem necessary or desirable in order to give constructive notice to third parties create a valid first and subsisting Lien on the property described therein in favor of the lien created by such Mortgage as security for the Secured Obligations (as defined in the Mortgage), including the Secured Obligations evidenced by the Credit Agreement, as amended pursuant to this Incremental Amendment, and the other documents executed in connection therewith, Collateral Agent for the benefit of the Secured Parties (as defined in the Mortgage)and that all filing, documentary, stamp, intangible and recording taxes and fees have been or will be paid upon recording; and (yB) no evidence that all other documents, instruments, filings, recordings, rerecordings, re-filings or other actions, including, without limitation, action that the payment of any mortgage recording taxes or similar taxes, are Administrative Agent and Collateral Agent may deem necessary or appropriate under applicable law desirable in order to maintain create valid first and subsisting Liens on the continued enforceability, validity or priority of property described in such Post-Closing Mortgages has been taken; (C) evidence that arrangements reasonably satisfactory to the Lien created by such Mortgage as security Administrative Agent have been made for the Secured Obligationsissuance of a fully paid title insurance policy in respect of such properties subject to such Post-Closing Mortgages as the Administrative Agent, including in consultation with the Secured Obligations evidenced Borrower, shall reasonably require as being subject to title insurance, in form and substance, with endorsements and in amounts reasonably acceptable to the Administrative Agent and Collateral Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Credit AgreementAdministrative Agent and Collateral Agent, as amended pursuant insuring such Mortgages in respect of such property to this Incremental Amendmentbe valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable; (D) local counsel opinions regarding the due authorization, execution, delivery, and enforceability of such Post-Closing Mortgages and such other documents executed in connection therewithmatters concerning the Loan Parties, for the benefit of Post-Closing Mortgages and the Secured Parties; orLoan Documents as the Administrative Agent may reasonably request.