Common use of Certain Post Closing Matters Clause in Contracts

Certain Post Closing Matters. (a) The Borrower shall deliver to the Administrative Agent (A) the stock certificates and related legal documentation set forth in Schedule 5.18(a) for the Non-U.S. Subsidiaries set forth therein and (B) favorable written opinions of local counsel in each of the jurisdictions referred to in Schedule 5.18(a) addressing such matters described in Section 4.01(f)(i) in each case within the time period set forth in Schedule 5.18(a), unless such date is extended by the Administrative Agent in its reasonable judgment. (b) From and after the Effective Date, the Borrower shall use its commercially reasonable efforts to deliver a lien waiver, access agreement and consent substantially in a form and substance reasonably satisfactory to the Administrative Agent with respect to the leased Real Properties set forth on Schedule 5.18(b). (c) If the transactions contemplated by the Foreign Subsidiary Restructuring Documents (without amendment or waiver from the terms of the forms thereof previously delivered to the Administrative Agent) shall not have been consummated by September 30, 2003, the provisions of Sections 6.01(a)(xvii), 6.03(a)(v) and 6.04(xii) and the parenthetical of Section 7.01(i)(iv) shall be deemed void and of no further force and effect. (d) From and after the Effective Date, with respect to foreign Intellectual Property pledged by the Loan Parties as Collateral pursuant to the Security Agreement, the Borrower shall take such actions necessary to create perfected first-priority security interests in such Collateral in such foreign jurisdictions and to evidence such perfections, including, without limitation, delivery of favorable local counsel opinions, in each case, as may be reasonably requested by the Administrative Agent. (e) For those UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports, delivery of which was waived by the Administrative Agent pursuant to Section 4.01(r)(E), each respective Loan Party shall, within ten (10) days after the date hereof, order such UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports. Upon receipt thereof the applicable Loan Party shall deliver the same to the Collateral Agent. In the event any Lien disclosed in such searches shall not constitute a Permitted Lien or shall evidence Indebtedness, the applicable Loan Party shall cause such Lien to be terminated promptly and in no event later than 45 days after the date of delivery of such searches. (f) Within forty-five (45) days after the Effective Date, the Borrower or the appropriate Loan Party shall deliver to the Administrative Agent, unless the Administrative Agent shall, in its reasonable judgment, waive such delivery, with respect to Parcels 3, 4 and 5 (the "New Parcels") described in Schedule A to that certain pro forma policy of lender's title insurance dated on or about the date hereof relating to the Mortgaged Property located in Warden, Washington, the following: (i) a Survey of the New Parcels meeting the requirements of Section 4.01(s)(E); (ii) endorsements to title insurance policy insuring such Mortgaged Property (1) eliminating the general or standard survey exception, (2) if applicable, removing any Liens which are not Permitted Liens, (3) amending the legal description in Schedule A to such title insurance policy, if necessary in the reasonable judgment of the Administrative Agent, (4) providing that after any amendment to such Mortgage, if necessary in the reasonable judgment of the Administrative Agent (as described below in clause (ix) of this Section 5.18(f)), the Mortgage encumbering such Mortgaged Property (including the New Parcels) (as so amended) is valid and enforceable and (5) otherwise amending such title insurance policy so that the requirements of Section 4.01(s)(C) are met with respect to such New Parcels; (iii) if the New Parcels are improved with any buildings or structures, policies or certificates of insurance as required by Section 4.01(s)(D); (iv) copies of all leases and other agreements as required by Section 4.01(s)(H); (v) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other agreements as required by Section 4.01(s)(B); (vi) such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as required by Section 4.01(s)(F); (vii) evidence of payment of all applicable premiums, charges, costs, taxes, etc. as required by Section 4.01(s)(G); (viii) copies of all leases or other agreements, and subordination of such, as required by Section 4.01(s)(H); (ix) an amendment to the Mortgage encumbering such Mortgaged Property (including the New Parcels) amending the legal description therein, if necessary in the reasonable judgment of the Administrative Agent. (g) From and after the Effective Date, the Borrower shall use its commercially reasonable efforts to negotiate with the financial institutions where it maintains Deposit Accounts (as defined in the Security Agreement) Control Agreements (as defined in the Security Agreement) required by the terms of the Security Agreement, the terms of such Control Agreements to be reasonably satisfactory to the Administrative Agent, and shall in any event, promptly upon request by the Administrative Agent, execute Control Agreements substantially in form of the draft of the Control Agreement distributed by Wells Fargo Bank on the Effective Date.

Certain Post Closing Matters. (a) The Borrower Within 30 days after the Closing Date, Company shall have applied for all regulatory approvals which are necessary, appropriate or advisable, including, without limitation, application to the FCC and each relevant state commission with jurisdiction over telecommunications matters, to (i) effect the contribution by Company of 100% of the capital stock of each of its Subsidiaries requiring such approval to Borrower, such that after each such contribution, each such Subsidiary is a subsidiary of Borrower, (ii) enable Subsidiaries of Company which are not, as of the Closing Date, Guarantors hereunder to become Guarantors hereunder and (iii) enable Subsidiaries of Company which are not, as of the Closing Date, Grantors under the Pledge and Security Agreement, to become Grantors thereunder. Company shall deliver to the Administrative Agent as soon as reasonably practicable (A1) a copy of each such application that is filed with the stock certificates and related legal documentation set forth in Schedule 5.18(aFCC, the relevant state commission, or any other regulatory agency, (2) for copies of each report, notice or other written correspondence which it or any of its agents or advisers delivers to or receives from the Non-U.S. Subsidiaries set forth therein FCC, the relevant state commission, or any other regulatory agency with respect to such application and (B3) favorable written opinions of local counsel in each notice of the jurisdictions referred final determination of such application. If any such application is not approved, Company will after consultation with and at the request of Agents take all such further actions as may be reasonably requested to in Schedule 5.18(a) addressing appeal such matters described in Section 4.01(f)(i) in each case within the time period set forth in Schedule 5.18(a), unless decision and effect such date is extended by the Administrative Agent in its reasonable judgmentcontribution. (b) From With respect to any Subsidiary for which such action as specified in the foregoing clause (a) is required, within 10 days after Company receives the necessary approval to (i) effect the contribution by Company of 100% of the capital stock of such Subsidiary to Borrower, (ii) enable such Subsidiary to be a Guarantor hereunder and/or (iii) enable such Subsidiary to become a Grantor under the Pledge and Security Agreement, Borrower will (1) in the case of clause (i), in order to create in favor of Administrative Agent, for the benefit of Lenders, a valid and perfected First Priority security interest in 100% of the capital stock of such Subsidiary, deliver to Administrative Agent certificates (accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to Administrative Agent) representing all capital stock pledged pursuant to the Pledge and Security Agreement, and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), (2) in the case of clause (ii), execute a Counterpart Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k), and (3) in the case of clause (iii), execute a Pledge Supplement substantially in the form of Exhibit A to the Pledge and Security Agreement and take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates similar to those described in Sections 3.1(b), 3.1(g) and 3.1(k). (c) Within 30 days after the Effective Closing Date, the Borrower Company shall use its commercially reasonable best efforts to deliver obtain from each Person identified on Schedule 5.12(c) an acknowledgment letter in favor of Administrative Agent, for the benefit of Lenders, in the form of Exhibit M with respect to each corresponding agreement listed on such Schedule 5.12(c). 68 (d) Within 30 days after the Closing Date, Company shall use reasonable best efforts to obtain from Lucent Technologies, Inc. ("LUCENT") a lien waiverconsent to the collateral assignment to Administrative Agent and Lenders of rights existing under the General Agreement between Company and Lucent dated as of October 16, access agreement and 1997, as amended, modified or otherwise supplemented from time to time, such consent substantially in a form and substance reasonably satisfactory to the Administrative Agent with respect to the leased Real Properties set forth on Schedule 5.18(b). (c) If the transactions contemplated by the Foreign Subsidiary Restructuring Documents (without amendment or waiver from the terms of the forms thereof previously delivered to the Administrative Agent) shall not have been consummated by September 30, 2003, the provisions of Sections 6.01(a)(xvii), 6.03(a)(v) and 6.04(xii) and the parenthetical of Section 7.01(i)(iv) shall be deemed void and of no further force and effect. (d) From and after the Effective Date, with respect to foreign Intellectual Property pledged by the Loan Parties as Collateral pursuant to the Security Agreement, the Borrower shall take such actions necessary to create perfected first-priority security interests in such Collateral in such foreign jurisdictions and to evidence such perfections, including, without limitation, delivery of favorable local counsel opinions, in each case, as may be reasonably requested by the Administrative Agent. (e) For those UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports, delivery of which was waived by the Administrative Agent pursuant to Section 4.01(r)(E), each respective Loan Party shall, within ten (10) days after the date hereof, order such UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports. Upon receipt thereof the applicable Loan Party shall deliver the same to the Collateral Agent. In the event any Lien disclosed in such searches shall not constitute a Permitted Lien or shall evidence Indebtedness, the applicable Loan Party shall cause such Lien to be terminated promptly and in no event later than 45 days after the date of delivery of such searches. (f) Within forty-five (45) days after the Effective Date, the Borrower or the appropriate Loan Party shall deliver to the Administrative Agent, unless the Administrative Agent shall, in its reasonable judgment, waive such delivery, with respect to Parcels 3, 4 and 5 (the "New Parcels") described in Schedule A to that certain pro forma policy of lender's title insurance dated on or about the date hereof relating to the Mortgaged Property located in Warden, Washington, the following: (i) a Survey of the New Parcels meeting the requirements of Section 4.01(s)(E); (ii) endorsements to title insurance policy insuring such Mortgaged Property (1) eliminating the general or standard survey exception, (2) if applicable, removing any Liens which are not Permitted Liens, (3) amending the legal description in Schedule A to such title insurance policy, if necessary in the reasonable judgment of the Administrative Agent, (4) providing that after any amendment to such Mortgage, if necessary in the reasonable judgment of the Administrative Agent (as described below in clause (ix) of this Section 5.18(f)), the Mortgage encumbering such Mortgaged Property (including the New Parcels) (as so amended) is valid and enforceable and (5) otherwise amending such title insurance policy so that the requirements of Section 4.01(s)(C) are met with respect to such New Parcels; (iii) if the New Parcels are improved with any buildings or structures, policies or certificates of insurance as required by Section 4.01(s)(D); (iv) copies of all leases and other agreements as required by Section 4.01(s)(H); (v) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other agreements as required by Section 4.01(s)(B); (vi) such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as required by Section 4.01(s)(F); (vii) evidence of payment of all applicable premiums, charges, costs, taxes, etc. as required by Section 4.01(s)(G); (viii) copies of all leases or other agreements, and subordination of such, as required by Section 4.01(s)(H); (ix) an amendment to the Mortgage encumbering such Mortgaged Property (including the New Parcels) amending the legal description therein, if necessary in the reasonable judgment of the Administrative Agent. (g) From and after the Effective Date, the Borrower shall use its commercially reasonable efforts to negotiate with the financial institutions where it maintains Deposit Accounts (as defined in the Security Agreement) Control Agreements (as defined in the Security Agreement) required by the terms of the Security Agreement, the terms of such Control Agreements to be reasonably satisfactory to the Administrative Agent, and shall in any event, promptly upon request by the Administrative Agent, execute Control Agreements substantially in form of the draft of the Control Agreement distributed by Wells Fargo Bank on the Effective Date.

Certain Post Closing Matters. (a) The Borrower shall deliver With respect to those Subsidiaries of Group incorporated or organized under the Administrative Agent (A) the stock certificates laws of Belgium, Mexico, Hong Kong and related legal documentation set forth in Schedule 5.18(a) for the Non-U.S. Subsidiaries set forth therein and (B) favorable written opinions of local counsel in each of the jurisdictions referred Barbados, Group will cause to in Schedule 5.18(a) addressing such matters described in Section 4.01(f)(i) in each case be furnished, within the time period set forth in Schedule 5.18(a), unless such date is extended by the Administrative Agent in its reasonable judgment. (b) From and 60 days after the Effective Date, all documents and instruments, and cause to be performed, by such date, all actions, in each case of the Borrower shall use its commercially reasonable efforts type specified in Section 6.1(a) with respect to deliver a lien waiverForeign Credit Parties, access agreement and consent substantially including counterparts of this Agreement in a form and substance reasonably satisfactory to the Administrative Agent with respect Debt Coordinators and the Subsidiary Guaranty executed and delivered by all Subsidiaries in such jurisdictions, and such other documents sufficient in the judgment of the Debt Coordinators to create in favor of the leased Real Properties set forth on Schedule 5.18(bCollateral Trustee for the benefit of the Secured Parties a perfected first priority security interest in the property of all such Subsidiaries (other than Excluded Property), such documents to include evidence of corporate good standing, corporate authority and legal opinions, and all other related documentation; provided that the Debt Coordinators may extend the 60 day time period specified in this subsection (a) by up to an additional 45 days if requested by Group. (cb) If With respect to all material intellectual property license agreements to which Group or any of its Subsidiaries is a party (other than any such license agreements which are the transactions contemplated by subject of actual litigation between the Foreign Subsidiary Restructuring Documents (without amendment or waiver from the terms licensor and licensee as of the forms thereof previously delivered to the Administrative Agent) shall not have been consummated by September 30, 2003, the provisions of Sections 6.01(a)(xvii), 6.03(a)(v) and 6.04(xii) and the parenthetical of Section 7.01(i)(iv) shall be deemed void and of no further force and effect. (d) From and after the Effective Date, with respect to foreign Intellectual Property pledged by the Loan Parties as Collateral pursuant to the Security Agreement, the Borrower shall take such actions necessary to create perfected first-priority security interests in such Collateral in such foreign jurisdictions and to evidence such perfections, including, without limitation, delivery of favorable local counsel opinions, in each case, as may be reasonably requested by the Administrative Agent. (e) For those UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports, delivery of which was waived by the Administrative Agent pursuant to Section 4.01(r)(E), each respective Loan Party shallGroup will use all commercially reasonable efforts to cause, within ten (10) days after the date hereof, order such UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports. Upon receipt thereof the applicable Loan Party shall deliver the same to the Collateral Agent. In the event any Lien disclosed in such searches shall not constitute a Permitted Lien or shall evidence Indebtedness, the applicable Loan Party shall cause such Lien to be terminated promptly and in no event later than 45 days after the date of delivery of such searches. (f) Within forty-five (45) 30 days after the Effective Date, the Borrower or the appropriate Loan Party shall deliver all licensors party to such license agreements to consent to a grant of a security interest in such license (but not to the Administrative Agentexercise by the Collateral Agent or any Secured Party of any remedies with respect thereto) to the Collateral Trustee for the benefit of the Secured Parties. (c) Group will within 6 months after the Effective Date either sell, unless transfer or otherwise dispose of the Administrative Agent shallassets defined on Schedule 2.6(d)(iii) as the Costa Rica Assets, Paris Apartment, German Real Estate and NYC Apartment, with the Net Cash Proceeds therefrom applied as specified in Section 2.9, or by such date, (i) Costa Rica will be deemed to be an Included Foreign Jurisdiction for all purposes hereunder, and Group will, by such date, cause to be furnished all documents and instruments, and cause to be performed all actions, in its reasonable judgment, waive such delivery, each case of the type specified in Section 6.1 (a) with respect to Parcels 3Foreign Credit Parties, 4 including the execution and 5 (the "New Parcels") described delivery of counterparts of this Agreement in Schedule A to that certain pro forma policy of lender's title insurance dated on or about the date hereof relating form and substance reasonably satisfactory to the Mortgaged Property located in Warden, Washington, the following: (i) a Survey Debt Coordinators and of the New Parcels meeting Subsidiary Guaranty by all Subsidiaries in such jurisdictions, and such other documents sufficient in the requirements judgment of Section 4.01(s)(E); the Debt Coordinators to create in favor of the Collateral Trustee for the benefit of the Secured Parties a perfected first priority security interest in the relevant property of such jurisdiction and (ii) endorsements with respect to title insurance policy insuring all other assets specified above, Group will, by such Mortgaged Property (1) eliminating the general or standard survey exceptiondate, (2) if applicablecause to be furnished all documents and instruments, removing any Liens which are not Permitted Liensand cause to be performed all actions, (3) amending the legal description in Schedule A to such title insurance policy, if necessary in the reasonable judgment each case of the Administrative Agent, (4type specified in Section 6.1(a) providing that after any amendment to such Mortgage, if necessary in the reasonable judgment of the Administrative Agent (as described below in clause (ix) of this Section 5.18(f)), the Mortgage encumbering such Mortgaged Property (including the New Parcels) (as so amended) is valid and enforceable and (5) otherwise amending such title insurance policy so that the requirements of Section 4.01(s)(C) are met with respect to such New Parcels; (iii) if the New Parcels assets as are improved with any buildings or structures, policies or certificates of insurance as required by Section 4.01(s)(D); (iv) copies of all leases and other agreements as required by Section 4.01(s)(H); (v) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other agreements as required by Section 4.01(s)(B); (vi) such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as required by Section 4.01(s)(F); (vii) evidence of payment of all applicable premiums, charges, costs, taxes, etc. as required by Section 4.01(s)(G); (viii) copies of all leases or other agreements, and subordination of such, as required by Section 4.01(s)(H); (ix) an amendment to the Mortgage encumbering such Mortgaged Property (including the New Parcels) amending the legal description therein, if necessary sufficient in the reasonable judgment of the Administrative AgentDebt Coordinators to create in favor of the Collateral Trustee for the benefit of the Secured Parties a perfected first priority security interest in such assets. (gd) From and With respect to all leasehold mortgages to be delivered pursuant to Section 6.1(a)(v), Group will use all commercially reasonable efforts to cause, within 30 days after the Effective Date, all landlords to consent to the Borrower shall use its commercially reasonable efforts to negotiate with the financial institutions where it maintains Deposit Accounts (as defined granting of a leasehold mortgage in the Security Agreement) Control Agreements (as defined in the Security Agreement) required by the terms of the Security Agreement, the terms of such Control Agreements to be reasonably form and substance satisfactory to the Administrative AgentDebt Coordinators. (e) With respect to the delivery of certain non-U.S. Collateral, Group will cause to be furnished all documents and instruments, and shall cause to be performed all actions, in any eventeach case of the type, promptly upon request and by the Administrative Agentrespective dates, execute Control Agreements substantially specified therefor in form of the draft of the Control Agreement distributed by Wells Fargo Bank on the Effective DateSchedule 2.14(e).

Certain Post Closing Matters. Any other term or provision of the Amended Credit Agreement or the Amended Guaranty and Security Agreement to the contrary notwithstanding: (a) The Borrower shall Each Loan Party agrees that it shall, within 60 days after the Third Amendment Effective Date (or such longer period of time as agreed to by the Agent), deliver to the Administrative Agent (A) the stock certificates and related legal documentation set forth in Schedule 5.18(a) for the Non-U.S. Subsidiaries set forth therein and (B) favorable written opinions of local counsel in each of the jurisdictions referred to in Schedule 5.18(a) addressing such matters described in Section 4.01(f)(i) in each case within the time period set forth in Schedule 5.18(a), unless such date is extended by the Administrative Agent in its reasonable judgment. (b) From and after the Effective Date, the Borrower shall use its commercially reasonable efforts to deliver a lien waiver, access agreement and consent substantially in a form and substance reasonably satisfactory to the Administrative Agent with respect to the leased Real Properties set forth on Schedule 5.18(b). (c) If the transactions contemplated by the Foreign Subsidiary Restructuring Documents (without amendment or waiver from the terms of the forms thereof previously delivered to the Administrative Agent) shall not have been consummated by September 30, 2003, the provisions of Sections 6.01(a)(xvii), 6.03(a)(v) and 6.04(xii) and the parenthetical of Section 7.01(i)(iv) shall be deemed void and of no further force and effect. (d) From and after the Effective Date, with respect to foreign Intellectual Property pledged by the Loan Parties as Collateral pursuant to the Security Agreement, the Borrower shall take such actions necessary to create perfected first-priority security interests in such Collateral in such foreign jurisdictions and to evidence such perfections, including, without limitation, delivery of favorable local counsel opinions, in each case, as may be reasonably requested by the Administrative Agent. (e) For those UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports, delivery of which was waived by the Administrative Agent pursuant to Section 4.01(r)(E), each respective Loan Party shall, within ten (10) days after the date hereof, order such UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports. Upon receipt thereof the applicable Loan Party shall deliver the same to the Collateral Agent. In the event any Lien disclosed in such searches shall not constitute a Permitted Lien or shall evidence Indebtedness, the applicable Loan Party shall cause such Lien to be terminated promptly and in no event later than 45 days after the date of delivery of such searches. (f) Within forty-five (45) days after the Effective Date, the Borrower or the appropriate Loan Party shall deliver to the Administrative Agent, unless the Administrative Agent shall, in its reasonable judgment, waive such delivery, with respect to Parcels 3, 4 and 5 (the "New Parcels") described in Schedule A to that certain pro forma policy of lender's title insurance dated on or about the date hereof relating to the Mortgaged Property located in Warden, Washington, the following: (i) fully executed and notarized amendments to the Mortgages encumbering the Real Property identified in Schedule R-1 to the Amended Credit Agreement (each, a Survey of “Mortgaged Property,” and, collectively, the New Parcels meeting the requirements of Section 4.01(s)(E“Mortgaged Properties”); (ii) endorsements with respect to title insurance policy insuring such each Mortgaged Property (1) eliminating the general or standard survey exception, (2) if applicable, removing any Liens which are not Permitted Liens, (3) amending the legal description in Schedule A to such title insurance policy, if necessary in the reasonable judgment of the Administrative Agent, (4) providing that after any amendment to such Mortgage, if necessary in the reasonable judgment of the Administrative Agent (as described below identified in clause (ixi) above, title searches or reports that are reasonably satisfactory to the Agent (and for the avoidance of this Section 5.18(f))doubt, the Mortgage encumbering such endorsements to existing title policies shall not be required) evidencing that there are no Liens on any existing Mortgaged Property (including the New Parcels) (as so amended) is valid and enforceable and (5) otherwise amending such title insurance policy so that the requirements of Section 4.01(s)(C) are met with respect to such New ParcelsProperty, except Permitted Liens; (iii) if the New Parcels are improved with any buildings or structures, policies or certificates of insurance as required by Section 4.01(s)(D);the Title Company, a recording tax or similar affidavit for any Mortgaged Property identified in clause (i) above which is located in a State which assesses mortgage, documentary stamp, intangible or any similar ad valorem recording taxes; and (iv) copies of all leases and other agreements as required by Section 4.01(s)(H); (v) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other agreements as required by Section 4.01(s)(B); (vi) such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a soan anti-called "gap" indemnification) as required by Section 4.01(s)(F); (vii) evidence of payment of all applicable premiums, charges, costs, taxes, etc. as required by Section 4.01(s)(G); (viii) copies of all leases or other agreements, and subordination of such, as required by Section 4.01(s)(H); (ix) an amendment to the Mortgage encumbering such coercion statement for each Mortgaged Property (including the New Parcels) amending the legal description therein, if necessary which is located in the reasonable judgment State of the Administrative AgentFlorida. (gb) From and Parent agrees that it shall, within 10 Business Days after the Third Amendment Effective Date (or such longer period of time as agreed to by the Agent), pledge 65% of the outstanding voting Equity Interests issued by Unifi Holding Asia B.V., a first-tier Foreign Subsidiary of Parent, to Agent in accordance with Section 5.11 of the Amended Credit Agreement. (c) Parent agrees that it shall, for a period of 60 Business Days after the Third Amendment Effective Date, the Borrower shall use its commercially reasonable efforts to negotiate with the financial institutions where it maintains Deposit Accounts (as defined obtain an executed counterpart of a Collateral Access Agreement in the Security Agreement) Control Agreements (as defined in the Security Agreement) required by the terms of the Security Agreement, the terms of such Control Agreements to be reasonably form and substance reasonable satisfactory to the Administrative AgentAgent from Albaad USA, and shall in any event, promptly upon request by the Administrative Agent, execute Control Agreements substantially in form of the draft of the Control Agreement distributed by Wells Fargo Bank on the Effective Date.Inc.

Certain Post Closing Matters. (a) The Borrower Company shall use commercially reasonable best efforts to deliver the documents and materials listed under Section 3.1(g) and 3.1(h)(iv) to the Collateral Agent to create in favor of Collateral Agent for the benefit of the Lenders a valid and perfected First Priority Lien with respect to the applicable Leasehold Properties listed on Schedule 5.14(a)(i) (the "Post-Closing Leasehold Property Deliveries") as soon as practicable, but in no event later than sixty (60) days after the Closing Date. In the event that Company fails to make the Post-Closing Leasehold Property Deliveries to the Collateral Agent within such sixty (60) day period after using commercially reasonable best efforts during such period, the Company shall deliver an Officer's Certificate to that effect and the Administrative Company's obligations under this Section 5.14 shall be satisfied. In addition, Company, Collateral Agent (A) and Syndication Agent shall enter into all such documents necessary to assign the stock certificates and related legal documentation Landlord Personal Property Collateral Access Agreements set forth in on Schedule 5.18(a5.14(a)(ii) for to Collateral Agent within sixty (60) days after the Non-U.S. Subsidiaries set forth therein and (B) favorable written opinions of local counsel in each of the jurisdictions referred to in Schedule 5.18(a) addressing such matters described in Section 4.01(f)(i) in each case within the time period set forth in Schedule 5.18(a), unless such date is extended by the Administrative Agent in its reasonable judgmentClosing Date. (b) From Company shall have taken all steps requested by the Syndication Agent to confirm a valid and enforceable security interest to the Collateral Agent for the benefit of the Lenders under applicable local laws no later than sixty (60) days after the Effective Closing Date, in 65% of the Borrower shall use its commercially reasonable efforts to deliver a lien waiverstock of (i) Amscan Distributors (Canada), access agreement Ltd. and consent substantially in a form and substance reasonably satisfactory to the Administrative Agent with respect to the leased Real Properties set forth on Schedule 5.18(b(ii) Amscan Holdings Limited (UK). (c) If Company shall have taken all steps necessary to confirm a valid and enforceable security interest under applicable local laws, in the transactions contemplated by Deposit Accounts listed on Schedule 5.14(c) of Company no later than sixty (60) days after the Foreign Subsidiary Restructuring Documents Closing Date; provided, however, that if the Company is proceeding diligently and in good faith but fails to confirm a valid and enforceable security interest within such sixty (without amendment or waiver from the terms of the forms thereof previously delivered 60) day period set forth in this Section 5.14(b), such period may be extended to a later date that is reasonably acceptable to the Administrative Agent) shall not have been consummated by September 30, 2003, the provisions of Sections 6.01(a)(xvii), 6.03(a)(v) and 6.04(xii) Agent and the parenthetical of Section 7.01(i)(ivSyndication Agent; provided, further, however, that with respect to the Deposit Account listed on Schedule 5.14(c) for Anagram International, Inc., Company shall only be deemed void and of no further force and effectrequired to use its reasonable best efforts to obtain such a security interest. (d) From Company shall deliver to Collateral Agent all of the notes representing "Pledged Debt" as set forth on Schedule 4.4A of the Pledge and after the Effective Date, with respect to foreign Intellectual Property pledged Security Agreement by the Loan Parties as Collateral pursuant to the Security Agreement, the Borrower shall take such actions necessary to create perfected first-priority security interests in such Collateral in such foreign jurisdictions and to evidence such perfections, including, without limitation, delivery of favorable local counsel opinions, in each case, as may be reasonably requested by the Administrative Agent. no later than thirty (e) For those UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports, delivery of which was waived by the Administrative Agent pursuant to Section 4.01(r)(E), each respective Loan Party shall, within ten (1030) days after the date hereof, order such UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports. Upon receipt thereof the applicable Loan Party shall deliver the same to the Collateral Agent. In the event any Lien disclosed in such searches shall not constitute a Permitted Lien or shall evidence Indebtedness, the applicable Loan Party shall cause such Lien to be terminated promptly and in no event later than 45 days after the date of delivery of such searches. (f) Within forty-five (45) days after the Effective Date, the Borrower or the appropriate Loan Party shall deliver to the Administrative Agent, unless the Administrative Agent shall, in its reasonable judgment, waive such delivery, with respect to Parcels 3, 4 and 5 (the "New Parcels") described in Schedule A to that certain pro forma policy of lender's title insurance dated on or about the date hereof relating to the Mortgaged Property located in Warden, Washington, the following: (i) a Survey of the New Parcels meeting the requirements of Section 4.01(s)(E); (ii) endorsements to title insurance policy insuring such Mortgaged Property (1) eliminating the general or standard survey exception, (2) if applicable, removing any Liens which are not Permitted Liens, (3) amending the legal description in Schedule A to such title insurance policy, if necessary in the reasonable judgment of the Administrative Agent, (4) providing that after any amendment to such Mortgage, if necessary in the reasonable judgment of the Administrative Agent (as described below in clause (ix) of this Section 5.18(f)), the Mortgage encumbering such Mortgaged Property (including the New Parcels) (as so amended) is valid and enforceable and (5) otherwise amending such title insurance policy so that the requirements of Section 4.01(s)(C) are met with respect to such New Parcels; (iii) if the New Parcels are improved with any buildings or structures, policies or certificates of insurance as required by Section 4.01(s)(D); (iv) copies of all leases and other agreements as required by Section 4.01(s)(H); (v) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other agreements as required by Section 4.01(s)(B); (vi) such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as required by Section 4.01(s)(F); (vii) evidence of payment of all applicable premiums, charges, costs, taxes, etc. as required by Section 4.01(s)(G); (viii) copies of all leases or other agreements, and subordination of such, as required by Section 4.01(s)(H); (ix) an amendment to the Mortgage encumbering such Mortgaged Property (including the New Parcels) amending the legal description therein, if necessary in the reasonable judgment of the Administrative Agent. (g) From and after the Effective Date, the Borrower shall use its commercially reasonable efforts to negotiate with the financial institutions where it maintains Deposit Accounts (as defined in the Security Agreement) Control Agreements (as defined in the Security Agreement) required by the terms of the Security Agreement, the terms of such Control Agreements to be reasonably satisfactory to the Administrative Agent, and shall in any event, promptly upon request by the Administrative Agent, execute Control Agreements substantially in form of the draft of the Control Agreement distributed by Wells Fargo Bank on the Effective Closing Date.

Certain Post Closing Matters. (a) The Borrower Loan Parties shall deliver to the Administrative Agent (A) the stock certificates and related legal documentation set forth in Schedule 5.18(a) for the Non-U.S. Subsidiaries set forth therein and (B) favorable written opinions of local counsel in each within 75 days of the jurisdictions referred to in Schedule 5.18(a) addressing such matters described in Section 4.01(f)(i) in each case within the time period set forth in Schedule 5.18(a)date hereof, unless such date is extended by the Administrative Agent in its reasonable judgment.Agent, acting reasonably: (bi) From a first priority Mortgage encumbering each parcel of Real Property in favor of the Agent, for the benefit of Agent and after the Effective DateLenders, duly executed and acknowledged by each Loan Party that is the Borrower 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 use its commercially reasonable efforts be required in connection with the recording or filing thereof to deliver create a lien waiverunder applicable law, access agreement and consent substantially such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in a form and substance reasonably satisfactory to the Administrative Agent with respect to the leased Real Properties set forth on Schedule 5.18(b). (c) If the transactions contemplated by the Foreign Subsidiary Restructuring Documents (without amendment or waiver from the terms of the forms thereof previously delivered to the Administrative Agent) shall not have been consummated by September 30, 2003, the provisions of Sections 6.01(a)(xvii), 6.03(a)(v) and 6.04(xii) and the parenthetical of Section 7.01(i)(iv) shall be deemed void and of no further force and effect. (d) From and after the Effective Date, with respect to foreign Intellectual Property pledged by the Loan Parties as Collateral pursuant to the Security Agreement, the Borrower shall take such actions necessary to create perfected first-priority security interests in such Collateral in such foreign jurisdictions and to evidence such perfections, including, without limitation, delivery of favorable local counsel opinions, in each case, as may be reasonably requested by the Administrative Agent. (e) For those UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports, delivery of which was waived by the Administrative Agent pursuant to Section 4.01(r)(E), each respective Loan Party shall, within ten (10) days after the date hereof, order such UCC, judgment and tax lien, bankruptcy and pending lawsuit search reports. Upon receipt thereof the applicable Loan Party shall deliver the same to the Collateral Agent. In the event any Lien disclosed in such searches shall not constitute a Permitted Lien or shall evidence Indebtedness, the applicable Loan Party shall cause such Lien to be terminated promptly and in no event later than 45 days after the date of delivery of such searches. (f) Within forty-five (45) days after the Effective Date, the Borrower or the appropriate Loan Party shall deliver to the Administrative Agent, unless the Administrative Agent shall, in its reasonable judgment, waive such delivery, with respect to Parcels 3, 4 and 5 (the "New Parcels") described in Schedule A to that certain pro forma policy of lender's title insurance dated on or about the date hereof relating to the Mortgaged Property located in Warden, Washington, the following: (i) a Survey of the New Parcels meeting the requirements of Section 4.01(s)(E); (ii) endorsements to title insurance policy insuring such Mortgaged Property (1) eliminating the general or standard survey exception, (2) if applicable, removing any Liens which are not Permitted Liens, (3) amending the legal description in Schedule A to such title insurance policy, if necessary in the reasonable judgment of the Administrative Agent, (4) providing that after any amendment to such Mortgage, if necessary in the reasonable judgment of the Administrative Agent (as described below in clause (ix) of this Section 5.18(f)), the Mortgage encumbering such Mortgaged Property (including the New Parcels) (as so amended) is valid and enforceable and (5) otherwise amending such title insurance policy so that the requirements of Section 4.01(s)(C) are met with respect to such New Parcels; (iii) if the New Parcels are improved with any buildings or structureseach parcel of Mortgaged Property is subject to a Mortgage, policies or certificates of insurance as required by Section 4.01(s)(D); (iv) copies of all leases and other agreements as required by Section 4.01(s)(H); (v) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the transactions contemplated under this Section 4.22 or as shall reasonably be deemed necessary by the 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, however, that with respect to any of the same relating to leasehold Mortgaged Property only, the Loan Parties shall have satisfied the requirement in this clause (ii) if, after having used commercially reasonable efforts as determined in the reasonable judgment of the Agent, they are unable to obtain such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements as required by Section 4.01(s)(B)or other instruments; (viiii) with respect to each Mortgage, a policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein in the amount equal to not less than 115% of the fair market value of such Mortgaged Property and fixtures, which fair market value is set forth on Schedule 4.22 (iii), which policy (or such marked-up commitment) (each, a "Title Policy") shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Agent, (C) contain a "tie-in" or "cluster" endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements as shall be reasonably requested by the Agent (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, separate tax lot and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than exceptions acceptable to the Agent; (iv) with respect to each parcel of Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, including a so-called "gap" indemnification) as shall be required to induce the Title Company to issue the Title Policy/ies and endorsements contemplated above; (v) evidence reasonably acceptable to the Agent of payment by Section 4.01(s)(F)the Loan Parties of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies referred to above; (vi) with respect to each Real Property or Mortgaged Property, copies of all leases in which any Loan Party 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 subject to a Mortgage, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to the Agent; (vii) evidence with respect to each parcel of payment of Mortgaged Property, the Loan Parties shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all governmental real property disclosure requirements applicable premiums, charges, costs, taxes, etc. as required by Section 4.01(s)(G);to such Real Property; and (viii) copies surveys with respect to each Parcel of all leases or other agreements, and subordination of such, as required by Section 4.01(s)(H); (ix) an amendment Real Property subject to the Mortgage encumbering such Mortgaged Property (including the New Parcels) amending the legal description therein, if necessary in the reasonable judgment of the Administrative Agenta Mortgage. (g) From and after the Effective Date, the Borrower shall use its commercially reasonable efforts to negotiate with the financial institutions where it maintains Deposit Accounts (as defined in the Security Agreement) Control Agreements (as defined in the Security Agreement) required by the terms of the Security Agreement, the terms of such Control Agreements to be reasonably satisfactory to the Administrative Agent, and shall in any event, promptly upon request by the Administrative Agent, execute Control Agreements substantially in form of the draft of the Control Agreement distributed by Wells Fargo Bank on the Effective Date.