Common use of Post-Closing Requirements Clause in Contracts

Post-Closing Requirements. Within ninety (90) days after the Amendment No. 5 Effective Date, unless waived or extended by the Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Agent shall have received the following, in each case in form and substance reasonably acceptable to the Agent: (a) Written confirmation (which may be in the form of email correspondence) provided to the Agent from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that: (i) 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, including the Secured Obligations evidenced by this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; and (ii) 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 Secured Obligations, including the Secured Obligations evidenced by this 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;

Post-Closing Requirements. Within ninety (90) days after the Incremental Amendment No. 5 Effective Date, unless waived or extended by the Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Agent shall have received the following, in each case in form and substance reasonably acceptable to the Agent: (a) Written confirmation (which may be in the form of email correspondence) provided to the Agent from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that: : (i) 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, including the Secured Obligations evidenced by this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; and and (ii) 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 Secured Obligations, including the Secured Obligations evidenced by this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or 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 ninety (90) 30 days after the Amendment No. 5 Effective Closing Date, unless waived or extended by deliver to Agent: (a) all original certificates evidencing the Agent Stock of all non-U.S. Subsidiaries of Parent pledged pursuant to the Security Agreement along with stock powers therefor duly executed in its sole discretion, with respect to each real property encumbered by a Mortgage, the Agent shall have received the following, in each case blank and otherwise in form and substance reasonably acceptable satisfactory to Agent, or, to the extent no such certificate is available, evidence of the notation of Agent: (a) Written confirmation (which may be ’s Lien on such Stock in the form share registry of email correspondencesuch non-U.S. Subsidiary, together with updated Schedules 4.8(c) provided and 4 to the Agent from local counsel Disclosure Letter which are complete and accurate as of such date; (b) evidence, in the jurisdiction in which the real property encumbered by a Mortgage is located substantially form and substance satisfactory to the effect that: 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 of the lien created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; and Disclosure Letter or (ii) no other documentsthe Credit Parties’ non-affiliation with the debtor listed on such tax Liens, 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 Secured Obligations, including the Secured Obligations evidenced by this Amendment, it being understood 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 agreed that nothing set forth in this AmendmentSection 5.20(b) shall preclude Agent from imposing any reserve under Section 2.1(b) with respect to such tax Liens; (c) evidence, duly executed in form and acknowledged by 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 applicable Loan PartyDisclosure 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 set or collection of Copyrights (as defined in the Security Agreement) relating to each item of Software (as defined in the Security Agreement), and in form for recording each new major release of such Software, of such Credit Party constituting the Required Library (as defined 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; (iiSecurity Agreement) 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 Closing Date, in good faith and in accordance with the procedures and regulations of the United States Copyright Office and in a manner sufficient to impart constructive notice 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;Credit Party’s ownership thereof.

Post-Closing Requirements. Within ninety (90) days after the Amendment No. 5 Effective 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 received, with respect to the existing Mortgages, 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: : (ix) 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 ObligationsObligations (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 PartiesParties (as defined in the Mortgage); and and (iiy) no other documents, instruments, filings, recordings, re-recordingsrerecordings, 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;or

Post-Closing Requirements. Within ninety (90) days after the Incremental Amendment No. 5 2 Effective Date, unless waived or extended by the Agent in its sole discretion, with respect to each real property encumbered by a Mortgage, the Agent shall have received the following, in each case in form and substance reasonably acceptable to the Agent: : (a) Written confirmation (which may be in the form of email correspondence) provided to the Agent from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that: : (i) 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, including the Secured Obligations evidenced by this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; and and (ii) 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 Secured Obligations, including the Secured Obligations evidenced by this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or 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 ninety (90a) On or prior to the date that is 90 days after following the Amendment No. 5 Effective Date, unless waived or Closing Date (as such period may be extended by the Administrative Agent in its sole discretion), with respect to each real property encumbered any lender’s title insurance policy insuring an Existing Mortgage, a mortgage modification endorsement with respect to such mortgaged property, executed by a Mortgagetitle company reasonably satisfactory to the Administrative Agent, the Agent shall have received the following, in each case in form and substance reasonably acceptable satisfactory to the Administrative Agent: , 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). (ab) Written confirmation On or prior to the date that is sixty (which 60) days following the Closing Date (as such period may be extended by the Administrative Agent in its sole discretion), with respect to any real property (other than any Excluded Real Property) owned by each of Targa Pipeline and each of its Subsidiaries (other than the form Excluded TPL Subsidiaries and those Subsidiaries of email correspondence) provided Targa Pipeline that are deemed to be Included Unrestricted Subsidiaries pursuant to the Agent from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially definition thereof), deliver to the effect that: Administrative Agent and the Collateral Agent: (i) 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, including the Secured Obligations evidenced by this Amendment, and the other documents executed in connection therewith, Collateral Agent for the benefit of the Secured Parties; Parties and (ii) no other documentsthat all filing, instrumentsdocumentary, filingsstamp, recordings, re-recordings, re-filings or other actions, including, without limitation, the payment of any mortgage intangible and recording taxes and fees have been or similar taxes, are will be paid upon recording; and (B) evidence that all other action that the 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 this Amendmenttitle insurers reasonably acceptable to the Administrative Agent and Collateral Agent, and the other documents executed insuring such Mortgages in connection therewith, for the benefit respect 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 property to be necessary or advisable by valid first and subsisting Liens on the Agent: (i) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendmentproperty described therein, 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 (including, but not limited to, mechanics’ and encumbrances except materialmen’s Liens) and encumbrances, excepting only Liens permitted under the Loan Documents, and providing for Permitted 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 matters concerning the Loan Parties, the Post-Closing Mortgages and the Loan Documents as the Administrative Agent may reasonably request.

Post-Closing Requirements. Within ninety (90) days after the Fifth Amendment No. 5 Effective 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 received, with respect to the existing Mortgages, 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: : (ix) 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 ObligationsObligations (as defined in the Mortgage), including the Secured Obligations evidenced by this Amendmentthe Fifth Amended and Restated Credit Agreement, and the other documents executed in connection therewith, for the benefit of the Secured PartiesParties (as defined in the Mortgage); and and (iiy) no other documents, instruments, filings, recordings, re-recordingsrerecordings, 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 this Amendmentthe Fifth Amended and Restated Credit Agreement, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or 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, validity and 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 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 Loan 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 or opinionsopinion, addressed to the Administrative Agent and the Secured Parties (as defined in the Security Agreement) covering, among other things, the enforceability, due authorization, execution execution, delivery and delivery enforceability of the applicable Mortgage, Mortgage as amended by the Mortgage Amendment; 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 (or other title product where a date down endorsement is not available in the applicable jurisdiction)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 (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 those Liens permitted under such Mortgage (for Permitted Liensthe 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 Amendment No. 5 Effective 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 either the followingitems listed in paragraph (a) or the items listed in paragraph (b) as follows: (a) (i) a favorable opinion, addressed to the Administrative Agent and each of the Secured Parties (as defined in each case the Security Agreement), in form and substance reasonably acceptable satisfactory to the Administrative Agent: (a) Written confirmation (which may be in the form of email correspondence) provided to the Agent , from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that: : (ix) 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, including the Secured Obligations evidenced by this Amendment, the Amended and Restated Credit Agreement and the other documents executed in connection therewith, for the benefit of the Secured PartiesParties (as defined in the Security Agreement); and and (iiy) no other documents, instruments, filings, recordings, re-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 this Amendment, the Amended and Restated Credit Agreement and the other documents executed in connection therewith, for the benefit of the Secured PartiesParties (as defined in the Security Agreement); and (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) such other documentation as shall confirm with respect to the enforceabilityexisting Mortgages, validitythe following, perfection in each case in form and priority of substance reasonably acceptable to the lien of the Mortgage 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 Loan 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 or opinionsopinion, addressed to the Administrative Agent and the Secured Parties (as defined in the Security Agreement) covering, among other things, the enforceability, due authorization, execution execution, delivery and delivery enforceability of the applicable Mortgage, Mortgage as amended by the Mortgage Amendment; 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 (or other title product where a date down endorsement is not available in the applicable jurisdiction)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 (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 those Liens permitted under such Mortgage (for Permitted Liensthe 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. (a) Within ninety (90) 21 days after the Amendment No. 5 Effective 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 by third party appraisers or both), at the Agent in its sole discretionBorrower's expense, with respect to each real property encumbered by a Mortgagethe Borrower's accounts receivable and inventory, the Agent shall have received results of which demonstrate that the followingmargined value of the Borrower's accounts receivable and inventory, in each case in form and substance reasonably acceptable together with the value attributed to the Agent: Executive Buildings (a) Written confirmation (which may be such value not to exceed $7 million), when added to the amount of cash in the form of email correspondenceCash Collateral Account is at least equal to $112.5 million. (c) provided Within 30 days after the Closing Date, the Borrower shall deliver to the Administrative Agent from local counsel in (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 real property encumbered by failure to so qualify and be in good standing would have a Mortgage is located substantially to Material Adverse Effect on the effect that: (i) the recording business or operations of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by a Credit Party in such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; jurisdiction and (ii) no other documents, instruments, filings, recordings, re-recordings, re-filings copies of the articles or certificates of incorporation or other actions, including, without limitationcharter 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 payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order Borrower shall deliver to maintain the continued enforceability, validity or priority of Administrative Agent the Lien created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by this 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 Agentfollowing: (i) an amendment 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 existing Mortgage Administrative Agent; (v) copies of insurance policies or certificates of insurance of the “Mortgage Amendment”) to reflect New Subsidiaries evidencing liability and casualty insurance meeting the matters requirements set forth in this Amendmentthe 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 discretion determines that a landlord consent is required, receipt by the Administrative Agent of a landlord consent from the respective landlord in form and substance 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 acknowledged substance acceptable to the Administrative Agent, attached thereto. (e) 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, 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 applicable Loan PartyBorrower in favor of the Administrative Agent, and in form and substance satisfactory to the Administrative Agent, (ii) duly executed UCC fixture financing statements for recording each appropriate jurisdiction as is necessary, in the recording office where such Mortgage was recordedAdministrative Agent's sole discretion, to perfect the Administrative Agent's security interest in the Collateral described therein, (iii) an opinion of counsel to the Borrower in form and substance satisfactory to the Administrative Agent, (iv) a mortgagee title policy, in form and substance satisfactory to the Administrative Agent, together with such certificatestitle endorsements as the Administrative Agent may require, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law; (iiv) an appraiser from a favorable opinion or opinions, addressed qualified appraiser satisfactory to the Administrative Agent, (vi) an environmental site assessment from an environmental consultant satisfactory to the Administrative Agent, (viii) an ALTA survey, in form and substance satisfactory to the Administrative 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; (iiiix) 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 real estate collateral documentation as 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;Administrative Agent may require.

Post-Closing Requirements. Within ninety (90) days after the Sixth Amendment No. 5 Effective 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 received, with respect to the existing Mortgages, 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: : (ix) 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 ObligationsObligations (as defined in the Mortgage), including the Secured Obligations evidenced by this Amendmentthe Sixth Amended and Restated Credit Agreement, and the other documents executed in connection therewith, for the benefit of the Secured PartiesParties (as defined in the Mortgage); and and (iiy) no other documents, instruments, filings, recordings, re-recordingsrerecordings, 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 this Amendmentthe Sixth Amended and Restated Credit Agreement, and the other documents executed in connection therewith, for the benefit of the Secured Parties; or 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, validity and 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 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 Loan 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 or opinionsopinion, addressed to the Administrative Agent and the Secured Parties (as defined in the Security Agreement) covering, among other things, the enforceability, due authorization, execution and delivery enforceability of the applicable Mortgage, Mortgage as amended by the Mortgage Amendment; 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 (or other title product where a date down endorsement is not available in the applicable jurisdiction)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 (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 those Liens permitted under such Mortgage (for Permitted Liensthe 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 Fourth Amendment No. 5 Effective 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 received, with respect to the existing Mortgages, 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: : (i) 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 ObligationsObligations (as defined in the Mortgage), including the Secured Obligations evidenced by this Amendment, the Fourth Amended and Restated Credit Agreement and the other documents executed in connection therewith, for the benefit of the Secured PartiesParties (as defined in the Mortgage); and and (ii) no other documents, instruments, filings, recordings, re-recordingsrerecordings, 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 this Amendment, the Fourth Amended and Restated Credit Agreement and the other documents executed in connection therewith, for the benefit of the Secured Parties; or 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, validity and 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 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 Loan 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 or opinionsopinion, addressed to the Administrative Agent and the Secured Parties (as defined in the Security Agreement) covering, among other things, the enforceability, due authorization, execution execution, delivery and delivery enforceability of the applicable Mortgage, Mortgage as amended by the Mortgage Amendment; 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 (or other title product where a date down endorsement is not available in the applicable jurisdiction)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 (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 those Liens permitted under such Mortgage (for Permitted Liensthe 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 Amendment No. 5 Effective Date, unless waived or extended such longer period as may be agreed to by the Administrative Agent in its sole discretion, with respect to each real property encumbered by a Mortgage), the Agent Company shall, or shall have received cause the followingapplicable Loan Party, in each case in form and substance reasonably acceptable to deliver to the Agent: Administrative Agent either: (ai) Written or e-mail confirmation (which may be in the form of email correspondence) provided to the Agent from local counsel in the jurisdiction in which the real property encumbered by a Mortgage Mortgaged Property is located substantially to the effect that: (i) 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, including the Secured Obligations evidenced by this Amendment, Agreement and the other documents executed in connection therewithherewith, for the benefit of the Secured Parties; , and (ii) 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, 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 this 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 documentation 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 enforceabilityvalidity, validitycontinuation, perfection and priority of the lien Lien of the each such Mortgage in favor of the Secured Parties, including, if reasonably determined to be necessary or advisable by the Agent: Amendment on such Real Property (i) an amendment including delivery 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) Administrative Agent of 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 datedown endorsement to the existing title policy 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 other title product where a date down endorsement is not available 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 applicable jurisdiction)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, 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 extent not delivered on the Mortgage Amendment, is free and clear of all title defects and encumbrances except for Permitted Liens;Closing Date after commercially reasonable efforts.

Post-Closing Requirements. Within ninety 30 days following the Closing Date (90) days after the Amendment No. 5 Effective Date, unless to be extended or waived or extended by the Collateral Agent in its sole discretion, with respect to each real property encumbered by a Mortgage), the Collateral Agent shall have received the following, in each case in form and substance reasonably acceptable to the Agent: (a) Written confirmation (which may be in the form of email correspondence) provided to the Agent from local counsel in the jurisdiction in which the real property encumbered by a Mortgage is located substantially to the effect that: (i) 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, including the Secured Obligations evidenced by this Amendment, and the other documents executed in connection therewith, for the benefit of the Secured Parties; and (ii) 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 Secured Obligations, including the Secured Obligations evidenced by this 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: (iA) With respect to each parcel of real property subject to an amendment to the existing Mortgage (the “Existing Mortgaged Property”): (1) an amendment to each existing Mortgage (each a “Mortgage Amendment”) (or to reflect the matters set forth in this Amendmentextent requested by the Administrative Agent, a new Mortgage) duly executed and acknowledged by the applicable Loan 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 be required in connection with the recording or filing thereof under applicable law; (ii) a favorable opinion or opinions, addressed in each case in form and substance reasonably satisfactory 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; Collateral Agent; (iii2) a date down endorsement to the existing extent any Credit Party has obtained an owner’s title policy (or other with respect to any Existing Mortgaged Property, a copy of a title product where a date down endorsement is not available in the applicable jurisdiction)search with respect thereto issued with respect to such Existing Mortgaged Property, which shall be in form and substance 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 satisfactory to the lien of Collateral Agent, confirming that such Mortgage, as amended by the Mortgage Amendment, Existing Mortgaged Property is free and clear of all title defects and encumbrances except for Permitted 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 to the 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; (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 Mortgage Amendments referred to in clause (f)(i)(A)(1) of this Section 7.8; and (6) 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, 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)(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 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 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; and (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.