Common use of Post-Closing Matters Clause in Contracts

Post-Closing Matters. Within sixty (60) days after the Initial Availability Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), the Borrower the Borrower shall ensure that the following conditions are met: (a) If requested by the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”). (c) The Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. Within sixty (60) days after of the Initial Availability Closing Date (or such later date as may be agreed to determined by the Administrative Agent in its sole discretion, and subject to the requirements and exclusions set forth in Section 6.12(c), the Borrower shall deliver to the Borrower shall ensure that the following conditions are metAdministrative Agent: (a) If with respect to each Mortgaged Property described on Schedule 6.19(a): (i) such deeds of trust, trust deeds, mortgages, amendments, amendments and restatements or other modifications as the Administrative Agent may reasonably request, in each case, (the “Mortgage Modifications”), duly executed, acknowledged and delivered by the appropriate Loan Parties for recording in the recording office of each jurisdiction where the applicable Mortgaged Property is situated and in a form reasonably acceptable to the Administrative Agent; (ii) a customary favorable opinion of one or more counsels to the Loan Parties with respect to each applicable Mortgage Modification, addressed to the Administrative Agent and each Lender, covering such customary matters as may be reasonably requested by the Administrative Agent and required to induce in connection with the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey satisfaction of the sites requirements set forth in Section 6.19(a)(i) above; (iii) to the extent such Mortgaged Property is the subject of real property that is Collateral subject to a Mortgage certified Policy, a mortgage modification endorsement with respect to the Administrative Agent and the Title Insurance Company in applicable Mortgage Modification, executed by a manner reasonably satisfactory to them, with such certificate dated a date title company reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, substance reasonably satisfactory to the Administrative Agent, insuring that the Lien validity, enforceability and priority of the applicable Mortgage as modified by such Mortgage Modification, and the effectiveness of such title policy, shall remain unchanged following recordation of the related modification contemplated by Section 6.19(a)(i) above; (b) with respect to each Mortgaged Property described on Schedule 6.19(b): (i) Mortgages covering such Mortgaged Property, duly executed, acknowledged and delivered by the appropriate Loan Parties for recording in the recording office of each such Mortgage as jurisdiction where the applicable Mortgaged Property is situated and in a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and form reasonably acceptable to the standard exceptions Administrative Agent; (ii) a customary favorable opinion of one or more counsels to the Loan Parties with respect to each such Mortgage, addressed to the Administrative Agent and each Lender, covering such customary matters as may be reasonably requested by the Administrative Agent in connection with the satisfaction of the requirements set forth in Section 6.19(b)(i) above; (iii) other than with respect to Real Property (x) relating to pipelines and related Easements or (y) described on Schedule 6.19(a), (A) a Mortgage Policy and (B) American Land Title Association/National Society of Professional Surveyors form plat of survey or such other form plat of survey as is reasonably acceptable to the Administrative Agent, for which all necessary fees (where applicable) have been paid, certified to the Administrative Agent and the issuer of the Mortgage Policy pertaining to such Mortgaged Property in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the State in which the Mortgaged Property is located and reasonably acceptable to the Administrative Agent; (iv) as to any such Real Property (other than with respect to Real Property relating to pipelines and related Easements) that is leased from the PBF Energy Company Group, a (A) copy of the ground lease between the lessor and the applicable Loan Party, including all amendments thereto, (B) an estoppel certificate, (C) a consent to the Mortgage encumbering the leasehold interest in such policies (collectivelyMortgaged Property, in each case executed by the “Title Insurance Policies”).lessor of such Mortgaged Property, in form and substance reasonably acceptable to the Administrative Agent; (cv) The Administrative Agent shall have received evidence if required under the law of the State in which the Mortgaged Property is located in order to perfect a security interest in fixtures, a UCC fixture filing naming the applicable Loan Party as debtor, filed in the applicable land records; and (vi) flood certification(s) from a firm reasonably acceptable to the Administrative Agent of payment covering any buildings (defined as structures with four walls and a roof) constituting Collateral showing whether or not such buildings are located in a special flood hazard area subject by the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Companyfederal regulation to mandatory flood insurance requirements. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. Within sixty (60) The Borrower shall and shall cause each Guarantor to within 60 days after the Initial Availability Second Amendment Effective Date (or such later date longer period as the Administrative Agent may determine in its reasonable discretion) (and which requirements may be agreed to waived by the Administrative Agent in its sole reasonable discretion), the Borrower the Borrower shall ensure that the following conditions are met:): (a) If requested by execute, deliver and file amendments to the Administrative Agent and required Mortgages existing prior to induce the Title Insurance Company to issue the Title Insurance Policies Second Amendment Effective Date in the a form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified acceptable to the Administrative Agent and the Title Insurance Company Agent, together with such title endorsements as are reasonably required to give effect thereto in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory form acceptable to the Administrative Agent Agent, together with (x) such owner’s title affidavits as may be reasonably required by the title insurer in substantially the form previously accepted by the title insurer with respect to such Mortgages, including therein any so-called “no-change” survey affidavit and (y) any documents required in connection with the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent recording of such mortgage amendments and the Title Insurance Company.issuance of such endorsements; (b) If to the extent reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the amendments to the Mortgages described above, which opinions shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and be in form and substance, and with such endorsementsfrom counsel, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”).; and (c) The Administrative Agent shall have received evidence reasonably acceptable deliver to the Administrative Agent a completed standard “life of payment loan” flood hazard determination form for each property encumbered by a Mortgage, and if the property is located in an area designated by the U.S. Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards, (i) a notification to the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) created by the U.S. Congress pursuant to the National Flood Insurance Act of all premiums 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and other charges the Flood Insurance Reform Act of 2004 is not available because the applicable community does not participate in connection with the issuance NFIP, (ii) documentation evidencing the Borrower’s receipt of the Title Insurance PoliciesBorrower Notice (e.g., including without limitation all search countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and examination charges, escrow charges and related charges of the Title Insurance Company. (diii) The if Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably Notice is required to induce be given and flood insurance is available in the Title Insurance Company to issue community in which the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or controlproperty is located, a copy of all one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other material documents affecting the real property subject evidence of flood insurance reasonably satisfactory to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. (a) Within sixty forty-five (6045) days after the Initial Availability Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion)Closing Date, the Borrower applicable Loan Parties shall deliver to the Borrower shall ensure that Collateral Agent with respect to each of the following conditions are metMortgaged Properties, the following: (ai) If requested by the Administrative Agent and required with respect to induce the Title Insurance Company to issue the Title Insurance Policies each Mortgage Property, a Survey in the form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified acceptable to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory Collateral Agent; (ii) endorsements to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgageelender’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing pro forma policy of lender’s title insurance policies (as applicableand executed title instruction letter having the effect of a title insurance policy) dated the Closing Date and delivered to Collateral Agent insuring the Mortgages encumbering the Mortgaged Property(ies), (1) eliminating the general or standard survey exception, (2) providing the comprehensive and survey endorsements thereto as well as any other endorsements set forth in each case, in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage Section 4.01(m)(iii) which were omitted as a valid first priority mortgage result of the applicable Loan Parties failure to obtain and deliver a Survey contemporaneously with said title insurance policy (or deed pro forma policy of trust Lien on such applicable real property subject only to Excepted Liens lender’s title insurance and to executed title instruction letter having the standard exceptions customary in such policies effect of a title insurance policy) and (collectively, 3) otherwise amending the “Title Insurance Policies”).same so that the requirements of Section 4.01(m)(iii) are satisfied; (ciii) The Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification as required by Section 4.01(m)(v); and (including a so-called “gap” indemnificationiv) evidence of payment of all applicable premiums, charges, costs, taxes, etc. as required by Section 4.01(m)(vi). (b) Within ten (10) Business Days after the Closing Date (or such later date not later than thirty (30) days after the Closing Date as shall be reasonably approved in writing by the Administrative Agent), the applicable Loan Parties shall deliver to the Collateral Agent evidence of the discharge of the Liens set forth on Schedule 5.16. (c) Borrower shall cause the reports required by Section 4.01(m)(v) for the jurisdictions required to induce be searched pursuant to paragraph 5 of the Title Insurance Company Perfection Certificate (provided that the Loan Parties shall have revised the Perfection Certificate schedules by providing the information that would have been provided had the date set forth in paragraph 4 of the Perfection Certificate been a date which is five years prior to issue the Title Insurance PoliciesClosing Date) to be delivered delivered to the Administrative Agent, and shall promptly cause the discharge of any Liens, other than Permitted Liens, disclosed in such search results, which Liens shall be discharged within 30 days after the Closing Date (or such later date not later than 90 days after the Closing Date as shall be approved in writing by the Administrative Agent). (d) Borrower shall cause any judgments, financing statements and similar notices of liens against any Loan Party which are of record in search results delivered prior to the Closing Date pursuant to Section 4.01(m)(v) or in search results delivered pursuant to Section 5.16(c) to be removed pursuant to documentation reasonably satisfactory to the Administrative Agent, or deliver evidence reasonably satisfactory to the Administrative Agent that such judgments have been paid, vacated or otherwise discharged or such financing statements or similar notices do not evidence any Lien (other than a Permitted Lien). Such actions shall be completed within 30 days of the Closing Date (or such later date not later than 90 days after the Closing Date as shall be approved in writing by the Administrative Agent), in the case of search results delivered prior to the Closing Date, and within 60 days of the Closing Date (or such later date not later than 120 days after the Closing Date as shall be approved in writing by the Administrative Agent), in the case of search results delivered pursuant to Section 5.16(c). (e) The Within 10 days of the Closing Date, Borrower shall cause to be delivered to the Administrative Agent opinions of local counsels in the States of Georgia and Washington, addressed to each Agent and the Lenders and dated the Closing Date, covering the matters specified in Exhibit J-5 and otherwise in form and substance satisfactory to the Administrative Agent. (f) Within 10 days of the Closing Date, Borrower shall have received cause each of the partnership agreements or limited liability company agreements for its direct or indirect wholly owned Subsidiaries that contain a copy limitation on assignment of all recorded documents referred tothe partnership or membership interests or a limitation on a transferee to become a substituted partner or member to be amended to remove any such limitation as it would apply to the Collateral Agent or any transferee of the Collateral Agent, or listed as exceptions and deliver satisfactory evidence to title inthe Administrative Agent of such amendment. (g) Within 30 days of the Closing Date, Borrower shall deliver to the Title Insurance Policies Collateral Agent copies of the instructions referred to in clause (biv) above and of the definition of “Excluded Accounts” in the Security Agreement for all accounts existing on the Closing Date referred to in such clause (iv), to the extent in Borrower’s possession copies of such instructions were not delivered on or controlprior to the Closing Date. (h) Within 3 Business Days of the Closing Date, a copy of all other material documents affecting the real property subject Borrower shall deliver to a Mortgage requested by the Administrative Agent.Agent a certification of foreign qualification in the State of Jersey for its subsidiary, Kxxxx & Kxxxx, Inc.

Post-Closing Matters. (a) Within sixty (60) 60 days after the Initial Availability Restatement Effective Date (or such later date longer time as may be agreed to by the Administrative Agent), deliver duly executed Account Control Agreements (and, if applicable, amendments to any Account Control Agreements executed under the Existing Credit Agreement that are necessary in order for such Account Control Agreements to be in full force and effect after giving effect to the Restatement Effective Date) with respect to each Pledged Account in existence on the Restatement Effective Date. (b) With respect to each Existing Mortgaged Property, deliver to the Administrative Agent in its sole discretionwithin 60 days after the Restatement Effective Date (or such longer time as may be agreed by the Administrative Agent), the Borrower following in form and substance reasonably satisfactory to the Borrower shall ensure that the following conditions are metAdministrative Agent: (ai) If requested an amendment to the Mortgage and Security Agreement encumbering such Mortgaged Property, duly executed and acknowledged by the applicable Loan Party (each, a “Mortgage Amendment”); (ii) a date-down endorsement to the title insurance policy covering the Mortgage and Security Agreement encumbering such Mortgaged Property (or if a date-down is not available for a particular jurisdiction, a new title insurance policy in the same insured amount as originally issued or marked up unconditional title commitment, pro forma policy or binder for such insurance), in the same insured amount as originally issued, if applicable, and in form and substance not materially less favorable to the Administrative Agent or the Lenders as such title policies or marked up unconditional title commitments, pro forma policies or binders delivered on or prior to the Restatement Effective Date in connection with delivery of the existing Mortgage and required to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause Security Agreements; (biii) belowevidence of payment of all applicable filing, the Administrative Agent shall have receiveddocumentary, stamp, intangible, mortgage and recording taxes, recording and filing fees, and the title insurance company issuing premiums and fees in connection with the policy referred matters set forth in clauses (i), (ii) and (iii) above; and (iv) customary legal opinions with respect to in clause (b) below (the “Title Insurance Company”) shall have receivedeach Mortgage Amendment, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified addressed to the Administrative Agent and the Title Insurance Company other Secured Parties, as to such matters the Administrative Agent may reasonably request. (c) With respect to each Mortgaged Property (other than Existing Mortgaged Properties and other than properties located in Canada), deliver to the Administrative Agent within 60 days (or 120 days with respect to any Mortgaged Property that is a manner reasonably satisfactory to themleasehold estate) after the Restatement Effective Date (or such longer time as may be agreed by the Administrative Agent), with such certificate dated a date the following in form and substance reasonably satisfactory to the Administrative Agent Agent; provided that with respect to any such Mortgaged Property that is a leasehold estate, the Loan Parties shall be required to comply with the following only if the relevant lease permits the mortgaging of such leasehold or the landlord thereof has otherwise consented to the mortgaging of such leasehold (and the Title Insurance Company by applicable Borrower shall use reasonable efforts to obtain such consent and a recorded memorandum of such lease): (i) real property appraisals from an independent professional licensed land surveyor satisfactory appraiser reasonably acceptable to the Administrative Agent; (ii) current or existing ALTA/ACSM surveys reasonably acceptable to the Administrative Agent and which are sufficient for the Title Insurance Company. (b) If title insurance company to remove the survey exception for each Mortgage Policy and to issue such survey-dependent endorsements as are requested by the Administrative Agent. (iii) a Mortgage and Security Agreement, executed and delivered by a duly authorized officer of the applicable Loan Party securing the total amount of the Obligations, provided, however, that with respect to any Mortgaged Property located in a jurisdiction which imposes mortgage recording taxes or similar fees, the amount secured thereby may be limited to an amount not less than 100% of the appraised value of the land and improvements constituting such Mortgaged Property which is subject to the Mortgage and Security Agreement (iv) with respect to each Mortgage and Security Agreement intended to cover such Mortgaged Property, a policy or policies of title insurance insuring the Lien of the Mortgage and Security Agreement on such Mortgaged Property, in an amount equal to, for any fee mortgage policy, the aggregate of the land value and insurable building and improvements value of such Mortgaged Property (or such lesser amount as may be acceptable to Administrative Agent), and for any leasehold mortgage policy, an agreed upon value of the leasehold estate reasonably acceptable to the Administrative Agent, issued by a nationally recognized title insurance company insuring the Lien of such Mortgage and Security Agreement as a valid first Lien on the Mortgaged Property described therein, free of all other Liens that are not expressly permitted under this Agreement, containing no general survey exception or mechanics lien exception and issued together with such endorsements and affirmative coverage as the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy may reasonably request; (or policiesv) or marked up unconditional binders an American Society for such insurance, or endorsements to existing title insurance policies Testing & Materials E1527-05 compliant Phase I Environmental Site Assessment (as applicable“ESA”), inclusive of 40 CFR 312 representations for each Mortgaged Property, prepared by an environmental consultant reasonably acceptable to the Administrative Agent in each caseform, in such amounts, scope and in form and substance, and with such endorsements, substance reasonably satisfactory to the Administrative Agent, insuring together with a letter from the Lien environmental consultant permitting the Agents and the Lenders to rely on the ESA as if addressed to and prepared for each of them; and (vi) customary legal opinions with respect to each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectivelyMortgaged Property, the “Title Insurance Policies”). (c) The Administrative Agent shall have received evidence reasonably acceptable addressed to the Administrative Agent of payment by and the Borrower of all premiums and other charges in connection with Secured Parties, as to such matters the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agentmay reasonably request.

Post-Closing Matters. Within sixty (60a) With respect to each Mortgaged Property described on Schedule 6.19, within ninety (90) days after of the Initial Availability Closing Date (or such later date as may be agreed to determined by the Administrative Agent in its sole discretion), the Borrower shall deliver to the Borrower shall ensure that the following conditions are metAdministrative Agent: (ai) If deeds of trust, trust deeds or mortgages covering such Mortgaged Property (together with the Assignments of Leases and Rents referred to therein, in each case as amended, the “Mortgages”), duly executed, acknowledged and delivered by the appropriate Loan Parties for recording in the recording office of each jurisdiction where such Mortgaged Property to be encumbered thereby is situated and in a form reasonably acceptable to the Administrative Agent; (ii) a customary favorable opinion of one or more counsels to the Loan Parties with respect to each applicable Mortgage, addressed to the Administrative Agent and each Lender, covering such customary matters as may be reasonably requested by the Administrative Agent and required to induce in connection with the Title Insurance Company to issue satisfaction of the Title Insurance Policies requirements set forth in the form required by clause (ba) belowabove; (iii) other than with respect to Real Property (x) relating to pipelines and related Easements or (y) described on Schedule 6.19(a)(iii), (A) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by a title insurer reasonably acceptable to the Administrative Agent, insuring the Mortgage to be a valid first and subsisting Lien on such Mortgaged Property, free and clear of all defects and encumbrances, other than Permitted Liens and other exceptions that are acceptable to the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause its sole discretion (b) below (the each a “Title Insurance CompanyMortgage Policy”) shall and (B) American Land Title Association/American Congress on Surveying and Mapping form plat of survey or such other form plat of survey as is reasonably acceptable to the Administrative Agent, for which all necessary fees (where applicable) have receivedbeen paid, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company issuer of the Mortgage Policy pertaining to such Mortgaged Property in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed a land surveyor satisfactory to duly registered and licensed in the Administrative Agent State in which the Mortgaged Property is located and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory acceptable to the Administrative Agent; (iv) as to any Real Property (other than with respect to Real Property relating to pipelines and related Easements) that is leased from the PBF Energy Company Group, insuring a (A) copy of the Lien of each such Mortgage as ground lease between the lessor and the applicable Loan Party, including all amendments thereto, (B) an estoppel certificate, (C) a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and consent to the standard exceptions customary Mortgage encumbering the leasehold interest in such policies (collectivelyMortgaged Property, in each case executed by the “Title Insurance Policies”).lessor of such Mortgaged Property, in form and substance reasonably acceptable to the Administrative Agent; (cv) The Administrative Agent shall have received evidence if required under the law of the State in which the Mortgaged Property is located in order to perfect a security interest in fixtures, a UCC fixture filing naming the applicable Loan Party as debtor, filed in the applicable land records; and (vi) flood certification(s) from a firm reasonably acceptable to the Administrative Agent covering any buildings (defined as structures with four walls and a roof) constituting Collateral showing whether or not such buildings are located in a special flood hazard area subject by federal regulation to mandatory flood insurance requirements. (b) [Reserved]. (c) Within sixty (60) days of payment the Closing Date or such later date determined by the Administrative Agent in its sole discretion, the Borrower shall deliver to the Administrative Agent deposit account control agreements satisfying the requirements set forth in the Security Agreement; and (d) Within ninety (90) days of all premiums the Closing Date or such later date determined by the Administrative Agent in its sole discretion, the Borrower shall deliver to the Administrative Agent such other information, instruments and other charges documents as it (or its counsel) may reasonably request in connection with the issuance satisfaction of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Companyrequirements set forth in clauses (a) through (c) above. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. Within sixty (60) days after On or prior to the 90th day following the Initial Availability Borrowing Date (or such later date day, as may be agreed to by the Administrative Agent may agree in its sole discretion), the Borrower Credit Parties shall deliver to the Borrower shall ensure that Collateral Agent to the following conditions are metextent such items have not been delivered as of the Initial Borrowing Date, the following: (ai) If fully executed counterparts of Mortgages, each in form and substance reasonably satisfactory to the Administrative Agent, which Mortgages shall cover the Real Property owned or leased by the Borrower and its Subsidiaries on the Initial Borrowing Date and designated as “Mortgaged Property” on Schedule 8.14 and shall have been delivered to the title insurance company insuring the Lien of such Mortgages for recording in all places to the extent necessary or, in the reasonable opinion of the Collateral Agent, desirable, to effectively create a valid and enforceable mortgage lien on each Mortgaged Property in favor of the Collateral Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors; (ii) a mortgagee title insurance policy (or a binding commitment with respect thereto) (each, a “Mortgage Policy”) on the Mortgaged Properties issued by a title insurer reasonably satisfactory to the Administrative Agent in amounts reasonably satisfactory to the Administrative Agent assuring the Collateral Agent that the Mortgages on such Mortgaged Properties are valid and enforceable mortgage liens on the respective Mortgaged Properties, free and clear of all defects and encumbrances except Permitted Encumbrances and such other defects as may be reasonably acceptable to the Administrative Agent, and such Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent; (iii) completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Credit Party relating thereto); (iv) a copy of, or a certificate as to coverage under, the insurance policies required by Section 8.03 (including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Creditors, as additional insured, in form and substance substantially similar to those delivered with respect to the Existing Credit Agreement and reasonably satisfactory to the Administrative Agent; (v) to the extent reasonably requested by the Administrative Agent and required by the respective title company to induce remove all standard exceptions from the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject respective Mortgage Policy relating to a particular Mortgaged Property and issue any endorsements to such Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner Policy as may be reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. (b) If requested required by the Administrative Agent, except with respect to residential properties located at (A) 0000 X. 00xx Xxxxxx, Xxxxxx, XX 00000 and (B) 3326, 3300, 3306, 3318, 3322 and 0000 X. Xxxxxx, Berwyn, IL 60402, a survey of such Mortgaged Property (and all improvements thereon) (x) prepared by a surveyor or engineer licensed to perform surveys in the Administrative Agent shall have received state, commonwealth or applicable jurisdiction where such Mortgaged Property is located, (y) complying in respect all respects with the minimum detail requirements of each tract or parcel the American Land Title Association as such requirements are in effect on the date of real property subject to a Mortgage a mortgagee’s title insurance policy preparation of such survey; and (or policiesz) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and otherwise in form and substancesubstance reasonably acceptable to the Administrative Agent; and (vi) opinions addressed to the Administrative Agent, the Collateral Agent and with such endorsementseach of the Lenders from local counsel in the States of Illinois, Arizona, Texas and Massachusetts and opinions of counsel for the Credit Parties regarding due authorization, execution and delivery of the Mortgages, each in form and substance reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”). (c) The Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. Within sixty (60) days after the Initial Availability Date On or before July 31, 2003 (or such later date as the Agent may be agreed reasonably agree to by if the Administrative Agent Borrower and its Subsidiaries are diligently pursuing such items in its sole discretiongood faith), the Borrower the Borrower following matters shall ensure that the following conditions are methave been completed: (a) If requested by A Mortgage for the Administrative Agent and required to induce Realty located at Elko Hospital (excluding a non-contiguous parcel of approximately 2.169 acres on which is located the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”Elko Medical Clinic Building) shall have receivedbeen duly authorized, maps or plats of an asexecuted and delivered by PHC-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent Elko, Inc., shall have been recorded, registered and the Title Insurance Company filed in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory acceptable to the Administrative Agent Agent, shall be in full force and effect and no Default shall exist thereunder, and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Companyshall have received a fully executed copy thereof. (b) If requested A fixture filing with respect to the fixtures at Elko Hospital, in form and substance reasonably satisfactory to the Agent, shall have been filed. (c) The Agent, for the benefit of the Lenders, shall have received a policy of title insurance or a title insurance binder in form and substance reasonably satisfactory to the Agent, from a title insurance company duly licensed to do business in Nevada, selected by the Administrative Borrower and reasonably acceptable to the Agent, in an amount reasonably satisfactory to the Administrative Agent but not to exceed the fair market value of the Realty, with respect to each tract of Realty being encumbered by the lien of the Mortgage for Elko Hospital, all premiums thereon shall have been paid, and such policy shall insure that the Mortgage for Elko Hospital constitutes a valid, enforceable, first priority lien on the Realty subject thereto, free and clear from all title defects and encumbrances whatsoever except for and subject to Permitted Liens, and only with exceptions for rights of physicians or other healthcare providers as tenants under written leases of office space in the ordinary course of business, but specifically excluding ground leases with terms of ten years or more, and such other exceptions as are reasonably acceptable to the Agent, and shall include future advance and revolving credit endorsements, a variable rate endorsement and such other endorsements as the Agent may reasonably request, to the extent available in Nevada. Such title insurance policy (or binder, as the case may be) with respect to the Realty for Elko Hospital may not contain general survey exceptions except with the Agent's prior written consent. (d) The Agent shall have received in respect a metes-and-bounds survey of each tract or parcel of real property the Realty of Elko Hospital being encumbered by the lien of the Mortgage with respect thereto, in form and substance reasonably satisfactory to the Agent. (e) A favorable opinion of Xxxxx, Driggs, Welch, Xxxxxxx & Xxxxxxxx, Nevada counsel to the Borrower and the Guarantors, with respect to the Security Documents to be executed by PHC-Elko, Inc. in connection with this Amendment, addressed to the Agent, for the benefit of the Lenders, the Issuing Lender and each Lender, and in form and substance satisfactory to the Agent, shall have been delivered to the Agent. (f) With respect to the Realty located at the Texas Hospitals subject to a Mortgage a mortgagee’s title insurance policy Mortgages that are being amended as described in SECTION 3.7, (or policiesi) or marked up unconditional binders for such insurance, or the Agent shall have received endorsements to the existing title insurance policies (or binders, as applicable)the case may be) with respect thereto, insuring that such Mortgages (as amended by the amendments described in each caseSECTION 3.7) constitute valid enforceable, first priority liens on the Realty subject thereto, free and clear from all title defects and encumbrances whatsoever except from and subject to Permitted Liens and only with exceptions for rights of physicians or other healthcare providers as tenants under written leases of office space in such amountsthe ordinary course of business, but specifically excluding ground leases with terms of ten years or more, and in form and substance, and with such endorsements, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage other exceptions as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”). (c) The Administrative Agent shall have received evidence reasonably are acceptable to the Administrative Agent of payment by the Borrower of and (ii) all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member thereon shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policiesbeen paid. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. Within sixty No later than ninety (6090) days after the Initial Availability Amendment and Restatement Effective Date (or such later date longer period as may be agreed to by the Administrative Agent in its sole discretionAgent), Collateral Agent shall have received from the Borrower the Borrower shall ensure that the following conditions are metapplicable Guarantor: (a) If requested a fully executed and notarized amendment (each a “Mortgage Amendment”) to each Mortgage that currently exists (each an “Existing Mortgage”; each Existing Mortgage, as amended by the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) belowapplicable Mortgage Amendment, the Administrative Agent shall have received, and the title insurance company issuing the policy be referred to collectively as an “Amended Mortgage”), in clause (b) below (proper form for recording in all appropriate places in all applicable jurisdictions, which Mortgage Amendments shall continue the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of liens created by the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company.applicable Existing Mortgages; (b) If requested by with respect to each Mortgage Amendment, a date down endorsement to the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing ALTA mortgagee title insurance policies (as applicable)covering the applicable Existing Mortgage, in each case, in such amounts, and in form and substance, and with such endorsements, substance reasonably satisfactory to Collateral Agent showing that the Administrative Agent, insuring the applicable Amended Mortgage is First Priority Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens Permitted Liens, and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”). (c) The Administrative Agent shall have received evidence reasonably acceptable satisfactory to the Administrative Collateral Agent of payment by the Borrower of all expenses, title insurance premiums and all other charges sums required in connection with the issuance of the Title Insurance Policiesdate down endorsements and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage Amendments in the appropriate real estate records; (c) with respect to each Amended Mortgage, including without limitation all search opinions, addressed to Administrative Agent, Collateral Agent and examination chargesthe other Lenders of (A) outside counsel or in-house counsel (consistent with those required by Section 3.1(e)), escrow charges as to the due authorization, execution and related charges delivery of the Title Insurance Company.Mortgage Amendments by Company or any Guarantor, as applicable, and (B) local counsel in each jurisdiction where the properties covered by the Amended Mortgages are located as to other customary opinions relating to the Mortgage Amendments and the Amended Mortgages; and (d) The Borrower and/or any applicable Group Member shall have executed and delivered with respect to each Mortgage Amendment, such affidavits, certificates, information (including financial data) and instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policiesdate down endorsements contemplated above. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. Within sixty (60a) With respect to each Mortgaged Property described on Schedule 6.19, within 60 days after of the Initial Availability Closing Date (or such later date as may be agreed to determined by the Administrative Agent in its sole discretion), the Borrower shall deliver to the Borrower shall ensure that the following conditions are metAdministrative Agent: (ai) If deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust covering such Mortgaged Property (together with the Assignments of Leases and Rents referred to therein, in each case as amended, the “Mortgages”), duly executed, acknowledged and delivered by the appropriate Loan Parties for recording in the recording office of each jurisdiction where such Mortgaged Property to be encumbered thereby is situated and in the form of Exhibit H (or as may otherwise be mutually agreed between the Borrower and the Administrative Agent); (ii) a favorable opinion of one or more counsels to the Loan Parties, addressed to the Administrative Agent and each Lender, covering such matters as may be reasonably requested by the Administrative Agent and required to induce in connection with the Title Insurance Company to issue satisfaction of the Title Insurance Policies requirements set forth in the form required by clause (ba) belowabove; (iii) other than with respect to Real Property (x) relating to pipelines and related Easements or (y) described on Schedule 6.19(a)(iii), (A) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by a title insurer reasonably acceptable to the Administrative Agent, insuring the Mortgage to be a valid first and subsisting Lien on such Mortgaged Property, free and clear of all defects and encumbrances, other than Permitted Encumbrances and other exceptions that are acceptable to the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause its sole discretion (b) below (the each a “Title Insurance CompanyMortgage Policy”) shall and (B) American Land Title Association/American Congress on Surveying and Mapping form plat of survey or such other form plat of survey as is reasonably acceptable to the Administrative Agent, for which all necessary fees (where applicable) have receivedbeen paid, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company issuer of the Mortgage Policy pertaining to such Mortgaged Property in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed a land surveyor satisfactory to duly registered and licensed in the Administrative Agent State in which the Mortgaged Property is located and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory acceptable to the Administrative Agent; (iv) as to any Mortgaged Property (other than with respect to Real Property relating to pipelines and related Easements) that is leased from the WNR Group, insuring a copy of the Lien of each such Mortgage as ground lease between the lessor and the applicable Loan Party, including all amendments thereto, and, (A) an estoppel certificate, and (B) a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and consent to the standard exceptions customary Mortgage encumbering the leasehold interest in such policies (collectivelyMortgaged Property, in each case executed by the “Title Insurance Policies”).lessor of such Mortgaged Property, in form and substance reasonably acceptable to the Administrative Agent; (cv) The Administrative Agent shall have received evidence if required under the law of the State in which the Mortgaged Property is located in order to perfect a security interest in fixtures, a UCC fixture filing naming the applicable Loan Party as debtor, filed in the applicable land records; and (vi) flood certification(s) from a firm reasonably acceptable to the Administrative Agent covering any buildings (defined as structures with four walls and a roof) constituting Collateral showing whether or not such buildings are located in a special flood hazard area subject by federal regulation to mandatory flood insurance requirements. (b) With respect to any Pipeline Asset or Easement that qualifies as an Excluded Asset pursuant to clause (a) of payment the definition thereof, the Borrower shall use commercially reasonable efforts to obtain any necessary consents to the grant of a Lien on and security interest in such Pipeline Asset and Easement to the Administrative Agent. (c) With respect to the acquisition of the Four Corners Pipeline Assets and the Delaware Basin System Assets which is contemplated by the Borrower of all premiums and other charges in connection with Borrower’s Omnibus Agreement on the issuance Closing Date but has not yet been consummated as of the Title Insurance PoliciesClosing Date, including without limitation all search the Borrower shall use commercially reasonable efforts to obtain any necessary consents to the transfer of such property and examination charges, escrow charges and related charges of the Title Insurance Companyeasements to a Loan Party. (d) The Within 60 days of the Closing Date or such later date determined by the Administrative Agent in its sole discretion, the Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required deliver to induce the Title Insurance Company to issue Administrative Agent deposit account control agreements satisfying the Title Insurance Policies.requirements set forth in the Security Agreement; and (e) The Administrative Agent shall have received a copy Within 60 days of all recorded documents referred to, the Closing Date or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested such later date determined by the Administrative AgentAgent in its sole discretion, the Borrower shall deliver to the Administrative Agent such other information, instruments and documents as it (or its counsel) may reasonably request in connection with the satisfaction of the requirements set forth in clauses (a) through (d) above.

Post-Closing Matters. Within sixty (60a) With respect to each Mortgaged Property described on Schedule 6.19, within ninety (90) days after of the Initial Availability Closing Date (or such later date as may be agreed to determined by the Administrative Agent in its sole discretion), the Borrower shall deliver to the Borrower shall ensure that the following conditions are metAdministrative Agent: (ai) If deeds of trust, trust deeds or mortgages covering such Mortgaged Property (together with the Assignments of Leases and Rents referred to therein, in each case as amended, the “Mortgages”), duly executed, acknowledged and delivered by the appropriate Loan Parties for recording in the recording office of each jurisdiction where such Mortgaged Property to be encumbered thereby is situated and in the form of Exhibit H (or as may otherwise be mutually agreed between the Borrower and the Administrative Agent); (ii) a customary favorable opinion of one or more counsels to the Loan Parties with respect to each applicable Mortgage, addressed to the Administrative Agent and each Lender, covering such customary matters as may be reasonably requested by the Administrative Agent and required to induce in connection with the Title Insurance Company to issue satisfaction of the Title Insurance Policies requirements set forth in the form required by clause (ba) belowabove; (iii) other than with respect to Real Property (x) relating to pipelines and related Easements or (y) described on Schedule 6.19(a)(iii), (A) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by a title insurer reasonably acceptable to the Administrative Agent, insuring the Mortgage to be a valid first and subsisting Lien on such Mortgaged Property, free and clear of all defects and encumbrances, other than Permitted Liens and other exceptions that are acceptable to the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause its sole discretion (b) below (the each a “Title Insurance CompanyMortgage Policy”) shall and (B) American Land Title Association/American Congress on Surveying and Mapping form plat of survey or such other form plat of survey as is reasonably acceptable to the Administrative Agent, for which all necessary fees (where applicable) have receivedbeen paid, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company issuer of the Mortgage Policy pertaining to such Mortgaged Property in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed a land surveyor satisfactory to duly registered and licensed in the Administrative Agent State in which the Mortgaged Property is located and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory acceptable to the Administrative Agent; (iv) as to any Real Property (other than with respect to Real Property relating to pipelines and related Easements) that is leased from the PBF Energy Company Group, insuring a (A) copy of the Lien of each such Mortgage as ground lease between the lessor and the applicable Loan Party, including all amendments thereto, (B) an estoppel certificate, (C) a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and consent to the standard exceptions customary Mortgage encumbering the leasehold interest in such policies (collectivelyMortgaged Property, in each case executed by the “Title Insurance Policies”).lessor of such Mortgaged Property, in form and substance reasonably acceptable to the Administrative Agent; (cv) The Administrative Agent shall have received evidence if required under the law of the State in which the Mortgaged Property is located in order to perfect a security interest in fixtures, a UCC fixture filing naming the applicable Loan Party as debtor, filed in the applicable land records; and (vi) flood certification(s) from a firm reasonably acceptable to the Administrative Agent covering any buildings (defined as structures with four walls and a roof) constituting Collateral showing whether or not such buildings are located in a special flood hazard area subject by federal regulation to mandatory flood insurance requirements. (b) [Reserved]. (c) Within 60 days of payment the Closing Date or such later date determined by the Administrative Agent in its sole discretion, the Borrower shall deliver to the Administrative Agent deposit account control agreements satisfying the requirements set forth in the Security Agreement; and (d) Within 90 days of all premiums the Closing Date or such later date determined by the Administrative Agent in its sole discretion, the Borrower shall deliver to the Administrative Agent such other information, instruments and other charges documents as it (or its counsel) may reasonably request in connection with the issuance satisfaction of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Companyrequirements set forth in clauses (a) through (c) above. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. Within sixty (60A) The Borrowers shall and shall cause each Guarantor to within 60 days after the Initial Availability Fourth Amendment Effective Date (or such later date longer period as the Pro Rata Agent may determine in its reasonable discretion) (and which requirements may be agreed to waived by the Administrative Pro Rata Agent in its sole reasonable discretion), the Borrower the Borrower shall ensure that the following conditions are met:): (a) If requested execute, deliver and file amendments to the Mortgages existing prior to the Fourth Amendment Effective Date in a form acceptable to the Pro Rata Agent, together with such title endorsements as are reasonably required to give effect thereto in a form acceptable to the Pro Rata Agent, together with (x) such owner’s title affidavits as may be reasonably required by the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies title insurer in substantially the form required previously accepted by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing insurer with respect to such Mortgages, including therein any so-called “no-change” survey affidavit and (y) any documents required in connection with the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats recording of an as-built survey such mortgage amendments and issuance of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company.endorsements; (b) If to the extent reasonably requested by the Administrative Pro Rata Agent, deliver to the Administrative Pro Rata Agent legal opinions relating to the amendments to the Mortgages described above, which opinions shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and be in form and substance, and with such endorsementsfrom counsel, reasonably satisfactory to the Administrative Pro Rata Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”).; and (c) The Administrative Agent shall have received evidence reasonably acceptable deliver to the Administrative Pro Rata Agent (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (x) a notification to the applicable Loan Parties of payment that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (y) evidence of the receipt by the Borrower applicable Loan Parties of all premiums such notice; (c) if required by Flood Laws, evidence of required flood insurance and (d) any other charges in connection with customary documentation that may be reasonably requested by the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance CompanyPro Rata Agent. (dB) The Borrower and/or Borrowers shall and shall cause each Guarantor to within 30 days after the Fourth Amendment Effective Date (or such longer period as the Pro Rata Agent may determine in its reasonable discretion) execute and deliver to the Pro Rata Agent supplements to any applicable Group Member shall have executed and delivered such affidavitsUS IP Security Agreement, certificates, information or new US IP Security Agreements (including financial data) and instruments of indemnification (including a so-called “gap” indemnificationin the forms attached to the Security Agreement) as shall be reasonably necessary, in each case as required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative AgentCredit Agreement and the other Loan Documents. The Pro Rata Agent is hereby authorized to file such supplements or US IP Security Agreements with the United States Patent and Trademark Office or United States Copyright Office, as applicable.

Post-Closing Matters. Within sixty (60a) No later than ninety (90) days after the Initial Availability Closing Date (or such later date longer period as may be agreed to by the Administrative Agent in its sole discretionAgent), the Borrower the Borrower shall ensure that the following conditions are met: (a) If requested by the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received from the applicable Guarantor: (i) a fully executed and notarized Mortgage (together with UCC-1 fixture filings if requested by Administrative Agent), in respect proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the Closing Date Material Real Estate Asset, which Mortgage shall effectively create in favor of each tract or parcel Collateral Agent for the benefit of real property the Secured Parties, a first-priority mortgage Lien on the Closing Date Material Real Estate Asset, subject only to a Mortgage a mortgagee’s title insurance policy Permitted Liens; (or policiesii) or marked up unconditional binders for such insurance, or endorsements to existing ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent (as applicablea “Title Company”) with respect to the Closing Date Material Real Estate Asset (a “Title Policy”), in each caseamounts not less than the fair market value of the Closing Date Material Real Estate Asset, in such amounts, and in form and substance, and with such endorsements, substance reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens Collateral Agent and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”). (cB) The Administrative Agent shall have received evidence reasonably acceptable satisfactory to the Administrative Collateral Agent that of payment by the Borrower of all expenses and premiums of the Title Company and all other charges sums required in connection with the issuance of the Title Insurance PoliciesPolicy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage for the Closing Date Material Real Estate Asset in the appropriate real estate records; (iii) with respect to the Mortgage, including without limitation all search opinions, addressed to Administrative Agent, Collateral Agent and examination chargesthe other Secured Parties of (A) outside counsel or in-house counsel (consistent with those required by Section 3.1(h)), escrow charges as to the due authorization, execution and related charges delivery of the Title Insurance Company.Mortgage by Company or any Guarantor, as applicable, and (B) local counsel in each jurisdiction the Closing Date Material Real Estate Asset is located as to other customary opinions relating to the Mortgage; (div) The Borrower and/or any applicable Group Member shall have executed and delivered with respect to the Closing Date Material Real Estate Asset, such affidavits, certificates, information (including financial data) and instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies.Policies contemplated above; and (ev) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s the possession of Company or controlthe applicable Guarantor, a copy an ALTA survey for the Closing Date Material Real Estate Asset, together with an affidavit of all other material documents affecting no change in favor of the real property subject Title Company. (b) Holding and Company shall, and shall cause each of its Restricted Subsidiaries to, satisfy the requirements set forth on Schedule 5.13 on or before the date specified for such requirement or such later date to a Mortgage requested be determined by the Administrative Agent.

Post-Closing Matters. (a) Within sixty thirty (6030) days after of the Initial Availability Effective Date (or such later date longer period as may be agreed to by the Administrative Agent may agree in its sole discretion), the Borrower Collateral Agent shall have received evidence of property and liability insurance policies (or self-insurance) on all of the Borrower shall ensure that Borrower’s material property in at least such amounts and against at least such risks as are usually insured against by companies of a similar size engaged in the following conditions are met:same or a similar business and, from and after the Effective Date, endorsements naming the Collateral Agent as an additional insured and loss payee as its interests may appear, to the extent required by the Security Documents; and (ab) If requested by Within the time periods set forth on Schedule 1.1B (or such longer period as the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies may agree in the form required by clause (b) belowits sole discretion), the Administrative Collateral Agent shall have received: (1) counterparts of a Mortgage with respect to each real property designated as a Mortgaged Property listed on Schedule 1.1B hereto, duly executed and delivered by the record owner of such property in form suitable for filing or recording in the filing or recording office in the jurisdiction in which such property is located or as the Collateral Agent may reasonably deem necessary or desirable in order to create a valid and subsisting perfected first-priority Lien (subject only to Permitted Liens) on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent (it being understood that if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount of such mortgage tax shall be calculated based on the lesser of (x) the amount of the Indebtedness allocated to the applicable Mortgaged Property and (y) 110% of the fair market value of the Mortgaged Property at the time the Mortgage is entered into, which in the case of clause (x) will result in a limitation of the debt secured by the Mortgage to such amount); (2) fully paid policies of title insurance company issuing (or marked-up title insurance commitments having the policy referred to in clause (beffect of policies of title insurance) below on each Mortgaged Property naming the Collateral Agent as the insured party for its benefit and that of the Secured Parties and respective successors and assigns (the “Title Insurance CompanyPolicies”) shall have receivedissued by the Title Insurance Company, maps or plats of such Title Insurance Policies to be in form and substance and in an asamount reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting first-built survey of the sites of real property that is Collateral priority Liens (subject to Permitted Liens) on the property described therein, free and clear of all Liens other than Permitted Liens, each of which shall (i) to the extent reasonably necessary, include such reinsurance arrangements or coinsurance as shall be reasonably acceptable to the Collateral Agent, (ii) contain a Mortgage “tie-in” endorsement, if available under applicable law and (iii) have been supplemented by such endorsements as shall be reasonably requested by the Collateral Agent (including, if reasonably requested by the Collateral Agent, endorsements on matters relating to usury, first loss, zoning, contiguity, revolving credit, doing business, access, variable rate, survey, environmental lien, subdivision, mortgage recording tax, separate tax lot and so-called comprehensive coverage over covenants and restrictions); (3) either (a) a new survey with respect to the plant site located on each Mortgaged Property prepared by a surveyor selected by the Borrower and reasonably acceptable to the Collateral Agent, certified to the Administrative Agent, the Collateral Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to issuing the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements Mortgaged Property pursuant to existing title insurance policies clause (as applicable), in each case, in such amounts2) above, and complying with the “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys,” each in form and substance, and with such endorsements, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”). (c) The Administrative Agent shall have received evidence substance reasonably acceptable to the Administrative Agent of payment by the Borrower of all premiums and other charges in connection with the issuance Collateral Agent; or (b) an existing survey of the Title Insurance Policiesplant site located on each Mortgaged Property together with an “affidavit of no-change”, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required in each case sufficient to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, provide coverage under the Title Insurance Policies referred to in clause (2) above that does not contain a general survey exception for survey matters with respect to the plant site and which contains survey-related endorsements with respect to the plant site reasonably acceptable to the Collateral Agent; (4) customary legal opinions, addressed to the Administrative Agent, the Collateral Agent and the Lenders (a) in the state in which the applicable Mortgaged Property is located with respect to the enforceability and perfection of such Mortgage and any related fixture filing and any other customary matters reasonably requested by the Collateral Agent and (b) above in the state in which the mortgagor is organized or formed, with respect to due authorization, execution and delivery of such Mortgage and other customary matters reasonably requested by the Collateral Agent; (5) with respect to each Mortgaged Property, a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination, and to the extent any Building or Mobile Home (as defined by the Flood Insurance Laws) on the Mortgaged Property is located in Borrower’s possession an area identified by the Federal Emergency Management Agency (or controlany successor agent) as a special flood hazard area, (i) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and (ii) evidence of flood insurance as required by Section 5.4 hereof. (6) with respect to the Magic Valley Facility, a copy collateral assignment of all other material documents affecting (a) that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated as of August 14, 2003, between Calpine Construction Finance Company, L.P., Xxxxxx X. Xxxxxx, and Magic Valley Pipeline L.P., recorded on August 20, 2003 as document number 1233814 and (b) that certain Option Agreement, dated as of August 14, 2003, as evidenced by that certain Memorandum of Option Agreement, made effective as of August 14, 2003, in each case in form and substance satisfactory to the real property subject Collateral Agent; and (7) a subordination agreement having terms not materially less favorable, taken as a whole, to a Mortgage requested the Secured Parties than the lien subordination agreement in effect immediately prior to the Effective Date pursuant to which the Lien granted by the Administrative Borrower in favor of Magic Valley Electric Cooperative, Inc. (as subsequently assigned to South Texas Electric Cooperative, Inc.) pursuant to the Power Purchase and Sale Agreement dated as of May 22, 1998 securing certain obligations thereunder shall be subordinated to the Liens granted in favor of the Collateral Agent; provided, however, that Borrower shall only be required to use commercially reasonably efforts to deliver such subordination agreement.

Post-Closing Matters. Within sixty (60) days after the Initial Availability Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), the Borrower the Borrower shall ensure that the following conditions are met: (a) If requested by the Administrative Agent Any asset or any liability, all other remittances and required to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) below, the Administrative Agent shall have receivedall mail and other communications that is an Excluded Asset or a liability of Seller which is not an Assumed Liability, and which comes into the title insurance company issuing the policy referred possession, custody or control of Buyer (or its respective successors-in-interest, assigns or affiliates), shall within ten (10) business days following receipt be transferred, assigned or conveyed by Buyer (and its respective successors-in-interest, assigns or affiliates) to in clause Seller at Seller’s cost. Until such transfer, assignment and conveyance, Buyer (b) below (the “Title Insurance Company”and its respective successors-in-interest, assigns or affiliates) shall not have receivedany right, maps title or plats interest in or obligation or responsibility with respect to such asset or liability except that Buyer (and its respective successors-in-interest, assigns or affiliates) shall hold such asset in trust for the benefit of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance CompanySeller. (b) If requested by Any asset or any liability, all other remittances and all mail and other communications that is a Purchased Asset or an Assumed Liability, and which comes into the Administrative Agentpossession, the Administrative Agent shall have received in respect custody or control of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy Seller (or policies) its respective successors-in-interest, assigns or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicableaffiliates), shall within ten (10) business days following receipt be transferred, assigned or conveyed by Seller (and its respective successors-in-interest, assigns or affiliates) to Buyer at Buyer’s cost. Until such transfer, assignment and conveyance, Seller (and its respective successors-in-interest, assigns or affiliates) shall not have any right, title or interest in each caseor obligation or responsibility with respect to such asset or liability except that Seller (and its respective successors-in-interest, assigns or affiliates) shall hold such asset in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory to trust for the Administrative Agent, insuring the Lien benefit of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”)Buyer. (c) The Administrative Agent shall have received evidence reasonably acceptable Pursuant to the Administrative Agent terms of payment by a mutually approved Transition Services Agreement substantially in the Borrower of all premiums and other charges in connection with form attached hereto as Exhibit “B” (the issuance of the Title Insurance Policies“Transition Services Agreement”), including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance CompanySeller shall engage Buyer to render certain transition services to Seller. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. Within sixty (60) days after the Initial Availability Effective Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), the Borrower the Borrower shall ensure that the following conditions are met: (a) If requested by the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies or the Title Insurance Endorsements in the form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy or endorsement referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company; provided, however, that the surveys delivered to the Administrative Agent in connection with the Mortgages securing the Existing Credit Agreement shall be deemed to satisfy this requirement with respect to the real property covered by such Mortgages, and if new Title Insurance Policies are to be issued in connection with this Agreement rather than endorsements to existing title insurance policies, Borrower may deliver an affidavit verifying any such existing survey in lieu of providing an update of such existing surveys or new surveys or having the existing surveys recertified as of a current date. (b) If requested by the Administrative Agent, the The Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”); provided, however, as to the real property covered by the Mortgages securing the Existing Credit Agreement, to the extent that the Title Company is able to issue an endorsement to existing title insurance policies (a “Title Insurance Endorsement”) confirming the continued validity and priority of the existing title insurance policies issued to the Administrative Agent in connection with the Existing Credit Agreement, Borrower shall not be required to deliver new Title Insurance Policies pursuant to this Section 8.08(b) with respect to such real property, and the Borrower shall have instead delivered to the Administrative Agent such Title Insurance Endorsements. (c) The Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance PoliciesPolicies or Title Insurance Endorsements, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance PoliciesPolicies or Title Insurance Endorsements. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. Within sixty ninety (6090) days after of the Initial Availability Amendment No. 1 Effective Date (unless waived or such later date as may be agreed to extended by the Administrative Agent in its sole discretion), the Borrower the Borrower shall ensure that the following conditions are met: (a) If requested by the Administrative Agent and required with respect to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. (b) If requested by the Administrative Agenteach Mortgaged Property, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable)the following, in each casecase in form and substance reasonably acceptable to the Administrative Agent: (a) an amendment to the existing Mortgage (the “Mortgage Amendment”) to reflect the matters set forth in this Amendment, in such amountsduly executed and acknowledged by the applicable Obligor, and in form and substancefor recording in the recording office where such Mortgage was recorded, and together with such endorsementscertifications, reasonably satisfactory affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law; (b) a favorable opinion, addressed to the Administrative Agent, insuring the Lien Collateral Agent and the Secured Parties covering, among other things, the due authorization, execution, delivery and enforceability of each such the applicable Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to amended by the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”).Mortgage Amendment; (c) The Administrative Agent a date down endorsement (or equivalent title product where a date down is not available in the applicable jurisdiction) to the existing title policy, which shall have received evidence reasonably acceptable to assure the Administrative Agent as of the date of such endorsement that the real property subject to the lien of such Mortgage is free and clear of all defects and encumbrances except for Permitted Liens and which shall increase the amount of title insurance for insured property to the fair market value (as reasonably determined by the Borrower) of such property; (d) evidence of payment by the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Title Insurance Company.Mortgage Amendment referred to above; and (de) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company title company to issue the Title Insurance Policies. endorsement (eor other title product) The Administrative Agent shall have received a copy contemplated above and evidence of payment of all recorded documents referred toapplicable title insurance premiums, or listed as exceptions to title insearch and examination charges, mortgage recording taxes and related charges required for the Title Insurance Policies referred to in clause (b) above and to issuance of the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agentendorsement.

Post-Closing Matters. Within sixty (60a) As soon as reasonably practicable following the Closing Date, GE shall deliver to Buyer (i) a schedule setting forth an allocation of the Altair US Value (plus assumed liabilities, to the extent properly taken into account under Sections 1060 and 338 of the Code and the regulations thereunder) among the classes of assets held by Altair U.S. as provided in Section 1060 of the Code and the regulations thereunder, (ii) a schedule setting forth an allocation of the valuation of the Transferred Assets of BHA (plus assumed liabilities, to the extent properly taken into account under Sections 1060 of the Code and the regulations thereunder) among the classes of such assets held by BHA as provided in Section 1060 of the Code and the regulations thereunder, and (iii) a schedule setting forth an allocation of the GE Japan Value, which schedule shall include, without limitation, (A) a valuation of inventory held in Japan, and (B) a valuation of the goodwill attributable to the Transferred Assets of GE Japan. If Buyer objects to any allocation reflected on such schedules, Buyer shall provide notice of such objection to GE within thirty (30) days after the Initial Availability Date of receiving such schedules, and GE and Buyer shall attempt in good faith to reach agreement on revised allocation schedules within thirty (30) days of GE’s receipt of such notice of objection. If GE and Buyer reach an agreement on revised allocation schedules (or if Buyer fails to provide a timely notice of objection to the allocation schedules provided by GE), then GE and Buyer agree to file all Tax Returns in a manner consistent with the allocation schedules provided by GE (adjusted as necessary to reflect any revisions agreed to by GE and Buyer) and agree not to take any position before any Taxing Authority that is inconsistent with such later date allocation schedules. If GE and Buyer shall not have agreed to revised allocation schedules by the thirtieth (30th) day following GE’s receipt of a notice of objection from Buyer, then GE and Buyer shall have no further obligations hereunder with respect to the allocation of the Altair US Value, the BHA Value and the GE Japan Value among the assets of Altair US, BHA and GE Japan, respectively, and each of GE and Buyer shall make its own determination of such allocations. (i) On or before December 20, 2013, GE shall deliver to Buyer a schedule which shall set forth a final valuation of the assets transferred by Xxx Xxx and GE China to Buyer pursuant to the Purchase Agreement, which schedule shall be prepared in a manner fully consistent with the valuations provided by the Accountant (the “Final Chinese Asset Valuation”) and (ii) on or before December 23, 2013, GE shall deliver to Buyer a VAT invoice prepared in a manner fully consistent with the Final Chinese Asset Valuation. If the Final Chinese Asset Valuation exceeds the Estimated Chinese Asset Valuation, Buyer shall promptly pay to GE an amount in Renminbi (“RMB”) equal to such excess. If the Final Chinese Asset Valuation is less than the Estimated Chinese Asset Valuation, GE shall promptly pay to Buyer an amount in RMB equal to such shortfall. Any payment made pursuant to this Section 3(b) (a “Valuation Adjustment Amount”), shall be made by wire transfer of immediately available funds to such account or accounts as may be agreed directed by Buyer or GE, as applicable. In the event a Valuation Adjustment Amount is paid pursuant to by the Administrative Agent in its sole discretionSection 3(b), the Borrower Altair US Value and the Borrower BHA Value shall ensure that the following conditions are met: (a) If requested be increased by the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies an amount in the form required aggregate equal to the Valuation Adjustment Amount (if the Valuation Adjustment Amount is payable to Buyer) or decreased by clause an amount in the aggregate equal to the Valuation Adjustment (b) belowif the Valuation Adjustment Amount is payable by Buyer). In such event, with respect to such aggregate positive or negative adjustment, as applicable, the Administrative Agent shall have received, Altair US Value and BHA Value will be increased or decreased in proportion to the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey total amount of the sites of real property that is Collateral subject Altair US Value and BHA Value, respectively, determined pursuant to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”)Section 2 above. (c) The Administrative Agent shall have received evidence reasonably acceptable If Buyer pays a Valuation Adjustment Amount to GE pursuant Section 3(b), GE shall, following receipt, promptly (and in any event no later than three (3) Business Days following Buyer’s payment of such amount pursuant to Section 3(b)) pay an amount equal to such Valuation Adjustment Amount (in U.S. dollars, based on the Administrative Agent of payment by prevailing spot currency exchange rate as published in the Borrower of all premiums and other charges in connection with Wall Street Journal on the issuance date of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges payment of the Title Insurance Company. Valuation Adjustment Amount) to Buyer. If GE pays a Valuation Adjustment Amount to Buyer pursuant to Section 3(b), Buyer shall, following receipt, promptly (dand in any event no later than three (3) The Borrower and/or any applicable Group Member shall have executed and delivered Business Days following GE’s payment of such affidavitsamount pursuant to Section 3(b)) pay an amount equal to such Valuation Adjustment Amount (in U.S. dollars, certificates, information (including financial databased on the prevailing spot currency exchange rate as published in the Wall Street Journal on the date of the payment of the Valuation Adjustment Amount) and instruments of indemnification (including a so-called “gap” indemnificationto GE. Any payment made pursuant to this Section 3(c) as shall be reasonably required made by wire transfer of immediately available funds to induce the Title Insurance Company to issue the Title Insurance Policiessuch account or accounts as may be directed by Buyer or GE, as applicable. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. Within sixty Promptly following the effectiveness of the Atlas Merger and the Atlas Contribution, (60x) days cause each of Atrium Corporation and its Subsidiaries that is a Domestic Subsidiary and a Wholly Owned Subsidiary (other than an Excluded Subsidiary) of the Borrower (collectively, the “Atrium Guarantor Entities”) (i) to become a party to the Guarantee and Collateral Agreement (provided that, to the extent that a valid security interest in the Collateral covered by the Guarantee and Collateral Agreement (to the extent and with priority contemplated therein) is not provided on the date that such Atrium Guarantor Entity becomes a party to the Guarantee and Collateral Agreement pursuant to this clause (i) and to the extent Holdings and the Borrower and its Subsidiaries have used commercially reasonable efforts to provide such Collateral, the provisions of this clause (i) shall be deemed to have been satisfied, (ii) deliver to the Collateral Agent, the applicable Collateral Representative or any Additional Agent, in accordance with the applicable ABL/Cash Flow Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, the certificates (if any) representing the Capital Stock of such Atrium Guarantor Entity, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent of such Atrium Guarantor Entity (provided that such Capital Stock and related stock powers of such Atrium Guarantor Entity will only be required to be delivered on the date that such Atrium Guarantor Entity becomes a party to the Guarantee and Collateral Agreement pursuant to clause (i) above to the extent received by the Borrower from Atrium Corporation, so long as the Borrower has used commercially reasonable efforts to obtain them on such date; provided, further, that if delivery of such Capital Stock and related stock powers to the Collateral Agent may not be accomplished on or before the date that such Atrium Guarantor Entity becomes a party to the Guarantee and Collateral Agreement pursuant to clause (i) above after such Atrium Guarantor Entity’s commercially reasonable efforts to do so, then the failure by such Atrium Guarantor Entity to deliver such Capital Stock and related stock powers shall not constitute a default of the covenant contained in this Subsection 7.14 if such Atrium Guarantor Entity agrees to deliver or cause to be delivered such Capital Stock and related stock powers pursuant to arrangements to be mutually agreed by the applicable Atrium Guarantor Entity and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Initial Availability Closing Date (or such later date as may be unless otherwise agreed to by the Administrative Agent in its sole discretion)) and (iii) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement in such Atrium Guarantor Entity’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the Guarantee and Collateral Agreement), including the Borrower filing of financing statements in such jurisdictions as may be reasonably requested by the Borrower Collateral Agent (provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement or by possession of certificated Capital Stock of such Atrium Guarantor Entity (to the extent constituting Collateral), if perfection of the Collateral Agent’s security interest in such Collateral may not be accomplished on or before on the date that such Atrium Guarantor Entity becomes a party to the Guarantee and Collateral Agreement pursuant to clause (i) above after such Atrium Guarantor Entity’s commercially reasonable efforts to do so, then the failure by such Atrium Guarantor Entity to deliver documents and instruments for perfection of such security interest shall ensure that not constitute a default of the following conditions are met: covenant contained in this Subsection 7.14 if such Atrium Guarantor Entity agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be reasonably necessary to perfect such security interests pursuant to arrangements to be mutually agreed by such Atrium Guarantor Entity and the Administrative Agent acting reasonably, but in no event later than the 91st day after the Closing Date (a) If requested unless otherwise agreed by the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies in its sole discretion) (and, in the form required case of real property and the Mortgages, no later than the 181st day after the Closing Date, unless otherwise agreed by clause (b) below, the Administrative Agent shall have receivedin its sole discretion)), and the title insurance company issuing the policy referred to in clause (by) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified provide to the Administrative Agent opinions of counsel with respect to each of the Atrium Guarantor Entities that becomes party to the Guarantee and Collateral Agreement pursuant to the Title Insurance Company preceding clause (x)(i) from each relevant firm of counsel set forth in a manner reasonably satisfactory to themSubsection 6.1(e), with such certificate dated a date each in form and substance reasonably satisfactory to the Administrative Agent and (z) cause to be repaid, redeemed, defeased, terminated or otherwise discharged (or irrevocable notice for the Title Insurance Company by an independent professional licensed land surveyor satisfactory repayment, redemption, defeasance, termination or discharge thereof to be given) all commitments and amounts outstanding (other than contingent obligations) under (i) the Administrative Agent Loan Agreement, dated as of December 27, 2016, among Atrium W&D, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as agent, as the Title Insurance Company. same may be amended, restated, amended and restated, refinanced, supplemented or otherwise modified from time to time, (bii) If requested the Indenture, dated of April 17, 2014, among Atrium W&D, the guarantors from time to time party thereto and U.S. Bank National Association, as trustee and as notes collateral agent, as amended by the Administrative AgentFirst Supplemental Indenture, dated as of June 13, 2014, and as the same may be further amended, supplemented or otherwise modified from time to time, and (iii) the Note Purchase Agreement, dated as of April 30, 2010, among Atrium Corporation, Atrium W&D, the Administrative Agent shall have received in respect of each tract subsidiary guarantors party from time to time party thereto and GGC Unlevered Credit Opportunities, LLC, as the same may be amended, restated, amended and restated, refinanced, supplemented or parcel of real property subject otherwise modified from time to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”)time. (c) The Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. Within sixty (60a) With respect to each Mortgaged Property described on Schedule 6.19, within 60 days after of the Initial Availability Closing Date (or such later date as may be agreed to determined by the Administrative Agent in its sole discretion), the Borrower shall deliver to the Borrower shall ensure that the following conditions are metAdministrative Agent: (ai) If deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust covering such Mortgaged Property (together with the Assignments of Leases and Rents referred to therein, in each case as amended, the “Mortgages”), duly executed, acknowledged and delivered by the appropriate Loan Parties for recording in the recording office of each jurisdiction where such Mortgaged Property to be encumbered thereby is situated and in the form of Exhibit H (or as may otherwise be mutually agreed between the Borrower and the Administrative Agent); (ii) a favorable opinion of one or more counsels to the Loan Parties, addressed to the Administrative Agent and each Lender, covering such matters as may be reasonably requested by the Administrative Agent and required to induce in connection with the Title Insurance Company to issue satisfaction of the Title Insurance Policies requirements set forth in the form required by clause (ba) belowabove; (iii) other than with respect to Real Property (x) relating to pipelines and related Easements or (y) described on Schedule 6.19(c), (A) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by a title insurer reasonably acceptable to the Administrative Agent, insuring the Mortgage to be a valid first and subsisting Lien on such Mortgaged Property, free and clear of all defects and encumbrances, other than Permitted Encumbrances and other exceptions that are acceptable to the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause its sole discretion (b) below (the each a “Title Insurance CompanyMortgage Policy”) shall and (B) American Land Title Association/American Congress on Surveying and Mapping form plat of survey or such other form plat of survey as is reasonably acceptable to the Administrative Agent, for which all necessary fees (where applicable) have receivedbeen paid, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company issuer of the Mortgage Policy pertaining to such Mortgaged Property in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed a land surveyor satisfactory to duly registered and licensed in the Administrative Agent State in which the Mortgaged Property is located and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory acceptable to the Administrative Agent; (iv) as to any Mortgaged Property (other than with respect to Real Property relating to pipelines and related Easements) that is leased from the WNR Group, insuring a copy of the Lien of each such Mortgage as ground lease between the lessor and the applicable Loan Party, including all amendments thereto, and, (A) an estoppel certificate, and (B) a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and consent to the standard exceptions customary Mortgage encumbering the leasehold interest in such policies (collectivelyMortgaged Property, in each case executed by the “Title Insurance Policies”).lessor of such Mortgaged Property, in form and substance reasonably acceptable to the Administrative Agent; (cv) The Administrative Agent shall have received evidence if required under the law of the State in which the Mortgaged Property is located in order to perfect a security interest in fixtures, a UCC fixture filing naming the applicable Loan Party as debtor, filed in the applicable land records; and (vi) flood certification(s) from a firm reasonably acceptable to the Administrative Agent covering any buildings (defined as structures with four walls and a roof) constituting Collateral showing whether or not such buildings are located in a special flood hazard area subject by federal regulation to mandatory flood insurance requirements. (b) With respect to any Pipeline Asset or Easement that qualifies as an Excluded Asset pursuant to clause (a) of payment the definition thereof, the Borrower shall use commercially reasonable efforts to obtain any necessary consents to the grant of a Lien on and security interest in such Pipeline Asset and Easement to the Administrative Agent. (c) With respect to the acquisition of the Four Corners Pipeline Assets and the Delaware Basin System Assets which is contemplated by the Borrower of all premiums and other charges in connection with Borrower’s Omnibus Agreement on the issuance Closing Date but has not yet been consummated as of the Title Insurance PoliciesClosing Date, including without limitation all search the Borrower shall use commercially reasonable efforts to obtain any necessary consents to the transfer of such property and examination charges, escrow charges and related charges of the Title Insurance Companyeasements to a Loan Party. (d) The Within 60 days of the Closing Date or such later date determined by the Administrative Agent in its sole discretion, the Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required deliver to induce the Title Insurance Company to issue Administrative Agent deposit account control agreements satisfying the Title Insurance Policies.requirements set forth in the Security Agreement; and (e) The Administrative Agent shall have received a copy Within 60 days of all recorded documents referred to, the Closing Date or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested such later date determined by the Administrative AgentAgent in its sole discretion, the Borrower shall deliver to the Administrative Agent such other information, instruments and documents as it (or its counsel) may reasonably request in connection with the satisfaction of the requirements set forth in clauses (a) through (d) above.

Post-Closing Matters. Within sixty (60) days after the Initial Availability Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), the Borrower the Borrower shall ensure that the following conditions are metThe Company shall: (ai) If requested within 10 Business Days after the Amendment No. 2 Effective Date, deliver to the holders of the Notes certificates of insurance, together with the endorsements thereto as are required by the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies in paragraph 5K, the form required by clause (b) below, the Administrative Agent and substance of which shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date be reasonably satisfactory to the Administrative Agent Required Holder(s); (ii) within 10 Business Days after the Amendment No. 2 Effective Date, deliver to the holders of the Notes a good standing certificate from the Subsidiary Guarantor’s jurisdiction of organization (to the extent not delivered on the Amendment No. 2 Effective Date); (iii) within 10 Business Days after the Amendment No. 2 Effective Date, deliver to the holders of the Notes a copy of the updated borrowing base certificate reflecting the Borrowing Base (as defined in the Credit Agreement) as of December 25, 2015 as delivered to the Bank to more precisely conform to the eligibility requirements set forth in the Credit Agreement; (iv) within 30 days after the Amendment No. 2 Effective Date, deliver to the holders of the Notes a certificate of the secretary, assistant secretary, director, officer or other authorized person, as the case may be, of the Subsidiary Guarantor (as of the Amendment No. 2 Effective Date) certifying as to the incumbency and genuineness of the signature of each officer of such Subsidiary Guarantor or other authorized person executing Transaction Documents to which it is a party and certifying that attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation or formation of such Subsidiary Guarantor and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation or formation, (B) the bylaws or other governing document of such Subsidiary Guarantor as in effect on the Amendment No.2 Effective Date, and (C) resolutions duly adopted by the board of directors (or other governing body) of such Subsidiary Guarantor authorizing the transactions contemplated under the Subsidiary Guaranty and the Title Insurance Company by an independent professional licensed land surveyor satisfactory other Transaction Documents to which it is a party and the execution, delivery and performance of the Subsidiary Guaranty and the other Transaction Documents to which it is a party; (v) within 60 days after the Amendment No. 2 Effective Date, deliver to the Administrative Collateral Agent such supplemental pledge documentation and Additional Documents (including, as applicable, stock certificates) as the Required Holder(s) may reasonably request with respect to Parent’s pledge of 65% of the Equity Interests of TD International, Twin Disc S.r.l, (an Italian corporation) and Mill-Log Xxxxxx Equipment Ltd. (a Canadian corporation) and 100% of the Equity Interests of the Subsidiary Guarantor; and (vi) without limiting the provisions of paragraph 11B hereof, within 5 Business Days after the receipt of an invoice therefor, the Company shall have paid the fees, charges and disbursements of special counsel to each holder of a Note for which an invoice has been delivered. 2.8. Clause (ii) in paragraph 6C of the Note Agreement is hereby amended by adding the following language after the word “thereby” contained therein: “and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicableRequired Holder(s), in each casetheir good faith discretion, shall have consented to such acquisition,”. 2.9. Clause (iv) in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory paragraph 6D of the Note Agreement is hereby amended by adding the following parenthetical after the second use of the word “dispositions” contained therein: “(other than the possible disposition of the assets of a Subsidiary that has been previously identified to the Administrative Agent, insuring holders of the Lien of each Notes by the Company (such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectivelydisposition, the “Title Insurance PoliciesSpecified Disposition”))”. (c) The Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all premiums and other charges in connection with the issuance 2.10. Paragraph 6 of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of Note Agreement is hereby amended by adding a new paragraph 6L at the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) end thereof to read as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.follows:

Post-Closing Matters. Within sixty (60) The Borrower shall and shall cause each Guarantor to within 60 days after the Initial Availability First Amendment Effective Date (or such later date longer period as may be agreed to by the Administrative Agent in its sole discretion), the Borrower the Borrower shall ensure that the following conditions are met:may determine): (a) If requested execute, deliver and file amendments to the Mortgages existing prior to the First Amendment Effective Date in a form acceptable to the Administrative Agent, together with such title endorsements as are reasonably required to give effect thereto in a form acceptable to the Administrative Agent, together with (x) such owner’s title affidavits as may be reasonably required by the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies title insurer in substantially the form previously accepted by the title insurer with respect to such Mortgages, including therein any so-called “no-change” survey affidavit and (y) any documents required by clause in connection with the recording of such mortgage amendments and issuance of such endorsements; (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified deliver to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory legal opinions relating to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory amendments to the Administrative Agent and the Title Insurance Company. (b) If requested by the Administrative AgentMortgages described above, the Administrative Agent which opinions shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and be in form and substance, and with such endorsementsfrom counsel, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”).; and (c) The Administrative Agent shall have received evidence reasonably acceptable deliver to the Administrative Agent a completed standard “life of payment loan” flood hazard determination form for each property encumbered by a Mortgage, and if the property is located in an area designated by the U.S. Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards, (i) a notification to the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) created by the U.S. Congress pursuant to the National Flood Insurance Act of all premiums 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and other charges the Flood Insurance Reform Act of 2004 is not available because the applicable community does not participate in connection with the issuance NFIP, (ii) documentation evidencing the Borrower’s receipt of the Title Insurance PoliciesBorrower Notice (e.g., including without limitation all search countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and examination charges, escrow charges and related charges of the Title Insurance Company. (diii) The if Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably Notice is required to induce be given and flood insurance is available in the Title Insurance Company to issue community in which the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or controlproperty is located, a copy of all one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other material documents affecting the real property subject evidence of flood insurance reasonably satisfactory to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. Within sixty On or before the date that is ninety (6090) days after following the Initial Availability Closing Date (or such later date as may be agreed to by the Administrative Agent may agree in its sole discretion), the Borrower shall have delivered to the Borrower shall ensure that the following conditions are metAdministrative Agent: (a) If requested any items required to be delivered by the Administrative Agent and required to induce Borrower or any Subsidiary Guarantor pursuant Section 6.01(j) but not delivered on the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey Closing Date as a result of the sites application of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company.Certain Funds Provision; (b) If requested by endorsements naming the Administrative Agent, for the Administrative Agent shall have received in respect benefit of each tract or parcel of real property subject to a Mortgage a mortgageethe Lenders, as additional insured and loss payee, as applicable, under the Borrower’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable)required to be maintained pursuant to Section 8.05, in each case, in such amounts, and in form and substance, and with such endorsements, substance reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”).; (c) The Administrative Agent shall evidence that any Deposit Accounts, Securities Accounts, Commodities Accounts and lockboxes (other than Excluded Accounts) that are not Controlled Accounts have received been closed or (i) evidence reasonably acceptable that all Deposit Accounts, Securities Accounts, Commodities Accounts and lockboxes located in the U.S. (except for any Excluded Accounts) are Controlled Accounts and (ii) evidence that all such Controlled Accounts are subject to one or more account control agreements, in favor of, and satisfactory in form and substance to, the Administrative Agent of payment by the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company.Agent; and (d) The the Real Property Security Documents with respect to the real property owned or leased by any Obligor listed on Schedule 8.18; provided that if the Borrower and/or has used commercially reasonable efforts to obtain any such Real Property Security Documents but the applicable Group Member shall have counterparty thereto has not executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title insame, the Title Insurance Policies referred Borrower shall not be obligated to in clause (b) above and deliver such Real Property Security Documents to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. Within sixty (60) days after the Initial Availability Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), the Borrower the Borrower shall ensure that the following conditions are met: (a) If requested by Not later than thirty (30) days following the Administrative Agent and required Closing Date, Borrower will deliver to induce Lender an appraisal of the Title Insurance Company to issue value of the Title Insurance Policies in the form required by clause (b) below, the Administrative Agent shall have received, assets of Borrower and the title insurance company issuing Subsidiaries, performed by an appraiser acceptable to Lender, to the policy referred to in clause effect that (bi) below the tangible assets of Borrower and the Subsidiaries (including trucks, containers and landfills) have a liquidation value of not less than $5,000,000.00 and (ii) all assets of Borrower and the “Title Insurance Company”) shall have received, maps or plats of an as-built survey Subsidiaries (excluding stock of the sites Subsidiaries held by Borrower) have a liquidation value of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Companynot leas than $10,000.000.00. (b) If requested Not later than thirty (30) days following the Closing Date, Borrower will deliver to Lender titles endorsed to Lender to all vehicles owned by the Administrative Agent, the Administrative Agent shall have received in respect of each tract Borrower or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”)either Subsidiary. (c) The Administrative Agent Not later than thirty days following the Closing Date, Borrower shall have received evidence reasonably deliver to Lender (i) Surveys of the Real Property which shall be acceptable to Lender and (ii) endorsements to the Administrative Agent of payment by mortgagee title insurance policies deleting the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Companysurvey exception. (d) The Not later than thirty (30) days following the Closing Date, Borrower and/or any applicable Group Member shall have executed and delivered such affidavitswill deliver to Lender studies of the environmental condition of the Real Property other than the Landfill, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as which shall be reasonably required acceptable to induce the Title Insurance Company to issue the Title Insurance PoliciesLender in form and substance. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions Prior to obtaining title in, the Title Insurance Policies referred to in clause (b) above and to the extent Option Tract, Borrower will deliver to Lender (i) a title commitment with respect thereto together with copies of an documents creating encumbrances on the Option Tract, and (ii) a Survey of the Option Tract, both in form and substance satisfactory to Lender. (f) Simultaneously with obtaining title to the Option Tract, Borrower will deliver to Lender (i) an executed deed of trust substantially in the form of the Deeds of Trust covering the Option Tract and (ii) a mortgagee's policy in the amount of Borrower’s possession or control, 's owner's policy insuring that such deed of trust creates a copy first lien in favor of all other material documents affecting Lender. (g) Not later than thirty (30) days following the real property subject to Closing Date Borrower will file a Mortgage requested by Stormwater Pollution Prevention Plan for the Administrative Agent.Landfill

Post-Closing Matters. Within sixty five (605) days after Business Days of the Initial Availability Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion)Amendment No. 4 Effective Date, the Borrower the Borrower shall ensure that the following conditions are met: (a) If requested by the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received (a) counterparts of each Amendment to Vessel Mortgage in respect of any Mxxxxxxx Islands flagged Mortgaged Vessel duly executed and delivered by the registered owner of such Mortgaged Vessel and the Mortgage Trustee suitable for recordation with the central office of the Maritime Administrator for the Republic of the Mxxxxxxx Islands in New York City (the “Maritime Administrator’s Office”), (b) evidence that each tract or parcel Amendment to Vessel Mortgage in respect of real property subject to a Mortgage a mortgagee’s title insurance policy any Mxxxxxxx Islands flagged Mortgaged Vessel has been (or policieswill, promptly following the Amendment No. 4 Effective Date, be) or marked up unconditional binders for duly registered with the Maritime Administrator’s Office in accordance with the laws of the Republic of the Mxxxxxxx Islands and such insuranceother evidence that the Mortgage Trustee may deem necessary and that all registration fees in connection therewith have been duly paid, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”). (c) The Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent a Certificate of payment Ownership and Encumbrances issued by the Borrower Maritime Administrator’s Office stating that such Mxxxxxxx Islands flagged Mortgage Vessel is owned by the Subsidiary Guarantor and showing that there are of all premiums and record no other charges liens or encumbrances on such Mxxxxxxx Islands flagged Mortgaged Vessel except the Vessel Mortgage as amended by the Amendment in connection with the issuance favor of the Title Insurance PoliciesMortgage Trustee, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or such other documents, including any applicable Group Member shall have executed consents, agreements or confirmation of third parties as may be required under any Amendment to the Mortgages in respect of the Mxxxxxxx Islands flagged Mortgage Ships or otherwise as the Collateral Agent or the Mortgage Trustee may reasonably request and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy favorable opinion of all recorded documents referred toMxxxx Bxxxx, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and Xxxxxxxx Islands counsel to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative AgentLoan Parties.

Post-Closing Matters. Within sixty (60) days after the Initial Availability Amendment No. 2 Effective Date (or as such later date as may be agreed to extended in writing by the Administrative Collateral Agent in its sole discretion, the “Section 17 Deadline”), with respect to any existing mortgaged Property or any Pipeline Property (or other real property that is required to be subject to a Mortgage pursuant to Section 7.8(f)(ii)) listed in the Updated Perfection Certificate that is not subject to a Mortgage (the “New Mortgaged Property”), the Borrower shall deliver or shall cause the Borrower shall ensure that applicable Credit Party to deliver, to the following conditions are metCollateral Agent the following, as applicable: (a) If requested by the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by extent any Credit Party has obtained an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgageeowner’s title insurance policy (with respect to any existing mortgaged Property or policies) or marked up unconditional binders for such insuranceNew Mortgaged Property, or endorsements a copy of a title search with respect thereto issued with respect to existing title insurance policies (as applicable)such Property, in each case, in such amounts, and which shall be in form and substance, and with such endorsements, substance reasonably satisfactory to the Administrative Agent, insuring confirming that such Property as of the Lien Amendment No. 2 Effective Date is free and clear of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property all defects and encumbrances subject only to Excepted Liens and permitted under the Mortgages; (b) such other documentation with respect to the standard exceptions customary existing mortgaged Property or New Mortgaged Property, in such policies each case in form and substance reasonably acceptable to the Collateral Agent, as shall confirm the enforceability, validity and perfection of the lien in favor of the Secured Parties, including, without limitation: (collectivelyi) with respect to the existing mortgaged Property, executed amendments to the existing Mortgages (the “Title Insurance PoliciesMortgage Amendments”).; (ii) with respect to the New Mortgaged Property, new Mortgages; (iii) favorable opinions, addressed to the Collateral Agent and the Secured Parties covering the due authorization, execution, delivery and enforceability of the existing Mortgages, as amended by the applicable Mortgage Amendment, or of such new Mortgages, as applicable, and shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent; and (c) The Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Title Insurance Company. (d) Mortgage Amendments and new Mortgages referred to above. The Borrower and/or any applicable Group Member shall have executed deadline for the Borrower’s delivery of Mortgages, title information and delivered such affidavitslegal opinions set forth in Sections 7.8(a), certificates7.8(b), information (including financial data7.8(c) and instruments of indemnification (including a so-called “gap” indemnification7.8(f)(ii) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and with respect to the extent in Borrower’s possession or control, a copy of all other material documents affecting New Mortgaged Property is hereby extended to be the real property subject to a Mortgage requested by the Administrative AgentSection 17 Deadline.

Post-Closing Matters. Within sixty (60) days after Execute and deliver the Initial Availability Date documents and complete the tasks set forth below in this Section 5.16, in each case within the time limits specified herein (or such later date longer period of time as may be agreed to determined by the Administrative Agent in its sole discretion): (a) Within thirty (30) days of the Closing Date (or such later date as the Administrative Agent may agree in writing in its sole discretion), the Loan Parties shall use commercially reasonable efforts to cause each landlord to sign and deliver to the Collateral Agent a Collateral Access Agreement with respect to the Borrower’s headquarters and each parcel of leased real property in or on which Collateral and/or books and records are located as set forth in Section 5.12; (b) Within ninety (90) days of the Closing Date (or such later date as the Administrative Agent may agree in writing in its sole discretion), the Borrower shall have transferred all of its owned Intellectual Property (the “Transferred IP”) to the IP Subsidiary; (c) Within ninety (90) days of the Closing Date (or such later date as the Administrative Agent may agree in writing in its sole discretion), (i) the IP Subsidiary and the Borrower shall ensure that the following conditions are met: (a) If requested by the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) belowhave entered into an agreement, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, reasonably substance satisfactory to the Administrative Agent, insuring whereby the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and IP Subsidiary grants to the standard exceptions customary Borrower a license to use the Transferred IP and (ii) the IP Subsidiary shall have complied with the obligations set forth in Section 5.11(a) and the Guarantee and Collateral Agreement with respect to the Transferred IP; (d) Within sixty (60) days of the Closing Date (or such policies (collectivelylater date as the Administrative Agent may agree in writing in its sole discretion), the “Title Insurance Policies”).Loan Parties shall cause each depository and securities intermediaries for all accounts which are not Excluded Accounts, to enter into Control Agreements with the Collateral Agent; (ce) The Within fifteen (15) days of the Closing Date (or such later date as the Administrative Agent may agree in writing in its sole discretion), the Loan Parties shall have received evidence reasonably acceptable deliver updated insurance endorsements to the Administrative Agent with the Borrower’s correct name and to address reasonable comments of payment by the Administrative Agent delivered to the Borrower of all premiums and other charges in connection with the issuance within five (5) days of the Title Insurance PoliciesClosing Date. The representations and warranties, including without limitation all search conditions precedent, covenants and examination chargeseach other provisions of this Agreement, escrow charges the Security Documents and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as other Loan Documents shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and deemed modified solely to the extent in Borrower’s possession or control, a copy necessary to give effect to this Section 5.16 and the timing of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agentdeliveries and actions contemplated hereby.

Post-Closing Matters. Within sixty (60a) The parties hereto acknowledge that delivery of the items specified in Section 4.1(c) and 4.1(g) solely with respect to the Real Property Assets described on Schedule 5.20 (the "Ancillary Real Property Assets") shall not be conditions precedent to the effectiveness of this Credit Agreement. The Borrower shall or shall cause the applicable Credit Party to, on or prior to the day which is forty-five (45) days after the Initial Availability Date Closing Date, comply with the conditions set forth in each such Section with respect to the Ancillary Real Property Assets. Additionally, prior to the expiration of such forty-five (or such later date as may be agreed to by the Administrative Agent in its sole discretion)45) day period, the Borrower or the Borrower applicable Credit Parties shall ensure that have complied with the following conditions specified in Sections 4.1(i), 4.1(j) and 4.1(k), to the extent such conditions are met: (a) If requested reasonably required by the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance CompanyAgent. (b) If requested Within forty-five (45) days of the Closing Date, the Collateral Agent shall use its best efforts to deliver, and the Borrower hereby authorizes the Collateral Agent to record, at the Borrower's sole expense, an executed release of each recorded mortgage lien and filed fixture filing made in favor of Wachovia (as successor in interest to Wachovia Bank, N.A.), in its capacity as administrative agent under that certain Credit Agreement dated as of May 26, 2000, as amended, among Borrower, the guarantors party thereto, the lenders party thereto, Wachovia Bank, National Association (as successor in interest to Wachovia Bank, N.A. and First Union National Bank), as administrative agent and as syndication agent and Bank One, NA as documentation agent; provided that the failure by the Administrative Agent, Agent to execute and deliver such releases shall not constitute a breach of its obligations hereunder nor create any liability against the Administrative Collateral Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”)hereunder. (c) The Administrative Within ten (10) Business Days of the Closing Date, the Collateral Agent shall have received evidence use its best efforts to either (i) confirm to the Borrower that it is in possession of all stock certificates representing the Pledged Securities or (ii) deliver to the Borrower an affidavit of lost stock certificate, in form and substance reasonably acceptable to the Borrower, for any stock certificate representing any of the Pledged Securities which the Administrative Agent of payment does not currently possess. The Borrower hereby agrees that it will reissue and deliver to the Administrative Agent within thirty (30) Business Days (subject to any delays reasonably caused by compliance with any applicable foreign law and otherwise consented to by the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (dCollateral Agent) The Borrower and/or replacement stock certificates for any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested Pledged Securities identified by the Administrative AgentAgent under clause (ii) above; provided that the failure by the Collateral Agent to confirm its possession of such certificates or to execute and deliver such affidavits shall not constitute a breach of its obligations hereunder nor create any liability against the Collateral Agent hereunder.

Post-Closing Matters. Within sixty (60) days after the Initial Availability Date time periods set forth on Schedule 1.1B (or such later date longer period as may be agreed to by the Administrative Agent may agree in its sole discretion), the Borrower the Borrower Collateral Agent shall ensure that the following conditions are methave received: (a) If requested counterparts of a Mortgage with respect to each property designated as a Mortgaged Property listed on Schedule 1.1B hereto, duly executed and delivered by the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies record owner of such property in form suitable for filing or recording in the form required filing or recording office in the jurisdiction in which such property is located or as the Collateral Agent may reasonably deem necessary or desirable in order to create a valid and subsisting perfected first-priority Lien (subject only to Permitted Liens) on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent (it being understood that if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount of such mortgage tax shall be calculated based on the lesser of (x) the amount of the Indebtedness allocated to the applicable Mortgaged Property and (y) 110% of the fair market value of the Mortgaged Property at the time the Mortgage is entered into, which in the case of clause (x) will result in a limitation of the debt secured by clause the Mortgage to such amount); (b) below, the Administrative Agent shall have received, and the fully paid policies of title insurance company issuing (or marked-up title insurance commitments having the policy referred to in clause (beffect of policies of title insurance) below on each Mortgaged Property naming the Collateral Agent as the insured party for its benefit and that of the Secured Parties and respective successors and assigns (the “Title Insurance CompanyPolicies”) shall have receivedissued by the Title Insurance Company, maps or plats of such Title Insurance Policies to be in form and substance and in an asamount reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting first-built survey of the sites of real property that is Collateral priority Liens (subject to Permitted Liens) on the property described therein, free and clear of all Liens other than Permitted Liens, each of which shall (i) to the extent reasonably necessary, include such reinsurance arrangements or coinsurance as shall be reasonably acceptable to the Collateral Agent, (ii) contain a Mortgage “tie-in” endorsement, if available under applicable law and (iii) have been supplemented by such endorsements as shall be reasonably requested by the Collateral Agent (including, if reasonably requested by the Collateral Agent, endorsements on matters relating to usury, first loss, zoning, contiguity, revolving credit, doing business, access, variable rate, survey, environmental lien, subdivision, mortgage recording tax, separate tax lot and so-called comprehensive coverage over covenants and restrictions); (c) either (i) a new survey with respect to the plant site located on each Mortgaged Property prepared by a surveyor selected by the Borrower and reasonably acceptable to the Collateral Agent, certified to the Administrative Agent, the Collateral Agent and the Title Insurance Company in a manner reasonably satisfactory issuing the title insurance policy for such Mortgaged Property pursuant to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. clause (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amountsabove, and complying with the “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys”, each in form and substance, and with such endorsements, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”). (c) The Administrative Agent shall have received evidence substance reasonably acceptable to the Administrative Agent of payment by the Borrower of all premiums and other charges in connection with the issuance Collateral Agent; or (ii) an existing survey of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges plant site located on each Mortgaged Property together with an “affidavit of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a sono-called “gapchange” indemnification) as shall be reasonably required sufficient to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, provide coverage under the Title Insurance Policies referred to in clause (b) above and that does not contain a general survey exception for survey matters with respect to the extent plant site and which contains survey-related endorsements with respect to the plant site reasonably acceptable to the Collateral Agent; (d) legal opinions, addressed to the Administrative Agent, the Collateral Agent and the Lenders (i) in Borrower’s possession or control, a copy the state in which the applicable Mortgaged Property is located with respect to the enforceability and perfection of all such Mortgage and any related fixture filing and any other material documents affecting the real property subject to a Mortgage customary matters reasonably requested by the Administrative Collateral Agent and (ii) in the state in which the mortgagor is organized or formed, with respect to due authorization, execution and delivery of such Mortgage and other customary matters reasonably requested by the Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent; (e) with respect to each Mortgaged Property, a completed life-of-loan FEMA Standard Flood Hazard Determination, and, if the area in which any improvements located on the Mortgaged Property is designated a special flood hazard area in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), a signed notice by the Borrower and the applicable Loan Party, and evidence reasonably satisfactory to the Collateral Agent of the insurance required pursuant to Section 5.4(b); (f) with respect to (i) the Hermiston Facility, a collateral assignment of (a) that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated as of August 14, 2003, between Hermiston Power Partnership, First American Title Insurance Company and CPN Pipeline Company, recorded on August 19, 2003 as document number 2003-4450297 and (b) that certain Option Agreement, dated as of August 14, 2003, as evidenced by that certain Memorandum of Option Agreement, made effective as of August 14, 2003, recorded on August 19, 2003 as document number 2003-4450296, and (ii) the Magic Valley Facility, a collateral assignment of (a) that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing, dated as of August 14, 2003, between Calpine Construction Finance Company, L.P., Xxxxxx X. Xxxxxx, and Magic Valley Pipeline L.P., recorded on August 20, 2003 as document number 1233814 and (b) that certain Option Agreement, dated as of August 14, 2003, as evidenced by that certain Memorandum of Option Agreement, made effective as of August 14, 2003, in each case in form and substance satisfactory to the Collateral Agent; and (g) a subordination agreement having terms not materially less favorable, taken as a whole, to the Secured Parties than the lien subordination agreement in effect immediately prior to the Funding Date pursuant to which the Lien granted by the Borrower in favor of Magic Valley Electric Cooperative, Inc. (as subsequently assigned to South Texas Electric Cooperative, Inc.) pursuant to the Power Purchase and Sale Agreement dated as of May 22, 1998 securing certain obligations thereunder shall be subordinated to the Liens granted in favor of the Collateral Agent; provided, however, that Borrower shall only be required to use commercially reasonably efforts to deliver such subordination agreement.

Post-Closing Matters. 1. Within sixty (60) days 45 Business Days after the Initial Availability Closing Date (or such later date longer period as may be agreed to in writing by the Administrative Agent in its sole discretionAgent), the Borrower the Borrower Credit Parties shall ensure that the following conditions are methave delivered to Collateral Agent: (a) If requested by the Administrative Agent fully executed and required to induce the Title Insurance Company to issue the Title Insurance Policies notarized Mortgages, in the proper form required by clause (b) belowfor recording in all appropriate places in all applicable jurisdictions, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company.encumbering each Mortgaged Property; (b) If requested ALTA mortgagee title insurance policies or binders providing unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (b) evidence satisfactory to Collateral Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records; (c) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and (d) ALTA surveys of all Mortgaged Properties, certified to Collateral Agent and dated not more than thirty (30) days prior to the Closing Date. 2. Within 15 Business Days after the Closing Date (or such longer period as agreed in writing by Administrative Agent), the Credit Parties shall deliver to Collateral Agent a Deposit Account Control Agreement with respect to each of the Deposit Accounts identified below: Morton’s of Chicago, Inc. Bank of America Concentration xxxxxxxxxx Bertolini’s Restaurants, Inc. Bank of America Concentration xxxxxxxxxx Morton’s of Chicago, Inc. Bank of America Business Checking xxxxxxxxxx 3. Within 30 Business Days after the Closing Date (or such longer period as agreed in writing by Administrative Agent), the applicable Credit Party shall cause to be delivered to Collateral Agent, the following certificates of authority: Arnie Morton’s of Chicago/Figueroa LLC California Morton’s of Chicago/Anaheim LLC California Morton’s of Chicago/Capitol Mall LLC California Morton’s of Chicago/Indian Wells, LLC California Morton’s of Chicago/Puerto Rico, Inc Puerto Rico Morton’s of Chicago, Inc. Hawaii Morton’s of Chicago Holding, Inc. Illinois, New Jersey 4. Within 7 Business Days after the Closing Date (or such longer period as agreed in writing by Administrative Agent Agent), Holdings shall have received in respect cause to be delivered to Collateral Agent, all certificates and other documents of title evidencing Holdings’ ownership of the Capital Stock of each tract or parcel Subsidiary owned as of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders the Closing Date, together with stock transfer forms for each, executed in blank by the owner of such insurance, or endorsements to existing title insurance policies (as applicable)Capital Stock, in each case, in such amounts, and in form and substance, and with such endorsements, substance reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”). (c) The Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Collateral Agent.

Post-Closing Matters. Within sixty (60a) On or prior to the date that is 120 days after the Initial Availability Issue Date (or such later date as may be agreed to by the Administrative Agent under the Term Loan Credit Agreement reasonably agrees to in its sole discretion)writing, the Borrower Issuer and the Borrower Guarantors, as applicable, shall ensure that deliver to the following conditions are metCollateral Agent, with respect to any Material Real Estate Assets, a Mortgage and any necessary UCC fixture filing in respect thereof, in each case together with, to the extent customary and appropriate: (ai) If requested by evidence that (A) counterparts of such Mortgage have been duly executed, acknowledged and delivered and such Mortgage and any corresponding UCC or equivalent fixture filing are in form suitable for filing or recording in all appropriate filing or recording offices in order to create a valid and subsisting Lien on such Material Real Estate Asset in favor of the Administrative Collateral Agent for the benefit of the holders of the Notes, (B) such Mortgage and required to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) belowany corresponding UCC or equivalent fixture filings have been duly recorded or filed, the Administrative Agent shall have receivedas applicable, and the (C) all filing and recording taxes and fees have been paid or otherwise provided for; (ii) one or more fully paid policies of title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance CompanyMortgage Policies”) shall have received, maps or plats of in an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, amount and in form and substance, and with such endorsements, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”). (c) The Administrative Agent shall have received evidence jurisdiction reasonably acceptable to the Administrative Agent (the amount of payment which shall not to exceed the fair market value of the Material Real Estate Asset covered thereby (as reasonably determined by the Borrower of all premiums and other charges Issuer)) issued by a nationally recognized title insurance company in connection the applicable jurisdiction, insuring the relevant Mortgage as having created a valid subsisting Lien on the real property described therein with the issuance ranking or the priority which it is expressed to have in such Mortgage, subject only to Permitted Liens, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request to the extent the same are available in the applicable jurisdiction; (iii) customary legal opinions of local counsel for the Issuer or Guarantors, as applicable in the jurisdiction in which such Material Real Estate Asset is located, and if applicable, in the jurisdiction of formation of the Title Insurance PoliciesIssuer or Guarantors, including without limitation as applicable , in each case as provided to holders of other Pari Passu Obligations; (iv) surveys and appraisals (if required under the Financial Institutions Reform Recovery and Enforcement Act of 1989, as amended) and “Life-of-Loan” flood certifications and any required borrower notices under Regulation H (together with evidence of federal flood insurance for any such Flood Hazard Property located in a flood hazard area, as provided to holders of any other Pari Passu obligations; and (v) such other evidence provided to holders of any other Pari Passu Obligations that all search other actions in order to create a valid and examination charges, escrow charges and related charges of the Title Insurance Companysubsisting Lien on such Material Real Estate Assets have been taken. (db) The Borrower and/or any applicable Group Member shall have executed On or prior to the date that is 30 days after the Issue Date or such later date as the Administrative Agent under the Term Loan Credit Agreement reasonably agrees to in writing, with respect to each Patent, Patent application, registered Trademark, or Trademark application issued by, registered with, or applied for in the United States Patent and delivered such affidavits, certificates, information Trademark Office (including financial data“USPTO”) and instruments of indemnification included in the Collateral (including a so-called the “gap” indemnificationRegistered Patent and Trademark Collateral”) as shall be reasonably required to induce for which Eco Services Operations LLC is the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title inrecord owner, the Title Insurance Policies referred to Issuer or Guarantors, as applicable, shall file in clause (b) above the USPTO the certificate of merger between Eco Services Operations LLC and the Issuer, and the assignment from Issuer to the extent in Borrower’s possession or controlgrantor thereunder, a copy Eco Services Operations Corporation, and any other appropriate documents to reflect the proper record ownership of all other material documents affecting such Registered Patent and Trademark Collateral as of the real property subject to a Mortgage requested by the Administrative AgentIssue Date.

Post-Closing Matters. (a) Within sixty (60) 60 days after the Initial Availability Restatement Effective Date (or such later date longer time as may be agreed to by the Administrative Agent), deliver duly executed Account Control Agreements (and, if applicable, amendments to any Account Control Agreements executed under the Existing Credit Agreement that are necessary in order for such Account Control Agreements to be in full force and effect after giving effect to the Restatement Effective Date) with respect to each Pledged Account in existence on the Restatement Effective Date. (b) With respect to each Existing Mortgaged Property, deliver to the Administrative Agent in its sole discretionwithin 60 days after the Restatement Effective Date (or such longer time as may be agreed by the Administrative Agent), the Borrower following in form and substance reasonably satisfactory to the Borrower shall ensure that the following conditions are metAdministrative Agent: (ai) If requested an amendment to the Mortgage and Security Agreement encumbering such Mortgaged Property, duly executed and acknowledged by the applicable Loan Party (each, a “Mortgage Amendment”); 141 (ii) a date-down endorsement to the title insurance policy covering the Mortgage and Security Agreement encumbering such Mortgaged Property (or if a date-down is not available for a particular jurisdiction, a new title insurance policy in the same insured amount as originally issued or marked up unconditional title commitment, pro forma policy or binder for such insurance), in the same insured amount as originally issued, if applicable, and in form and substance not materially less favorable to the Administrative Agent or the Lenders as such title policies or marked up unconditional title commitments, pro forma policies or binders delivered on or prior to the Restatement Effective Date in connection with delivery of the existing Mortgage and required to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause Security Agreements; (biii) belowevidence of payment of all applicable filing, the Administrative Agent shall have receiveddocumentary, stamp, intangible, mortgage and recording taxes, recording and filing fees, and the title insurance company issuing premiums and fees in connection with the policy referred matters set forth in clauses (i), (ii) and (iii) above; and (iv) customary legal opinions with respect to in clause (b) below (the “Title Insurance Company”) shall have receivedeach Mortgage Amendment, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified addressed to the Administrative Agent and the Title Insurance Company other Secured Parties, as to such matters the Administrative Agent may reasonably request. (c) With respect to each Mortgaged Property (other than Existing Mortgaged Properties and other than properties located in Canada), deliver to the Administrative Agent within 60 days (or 120 days with respect to any Mortgaged Property that is a manner reasonably satisfactory to themleasehold estate) after the Restatement Effective Date (or such longer time as may be agreed by the Administrative Agent), with such certificate dated a date the following in form and substance reasonably satisfactory to the Administrative Agent Agent; provided that with respect to any such Mortgaged Property that is a leasehold estate, the Loan Parties shall be required to comply with the following only if the relevant lease permits the mortgaging of such leasehold or the landlord thereof has otherwise consented to the mortgaging of such leasehold (and the Title Insurance Company by applicable Borrower shall use reasonable efforts to obtain such consent and a recorded memorandum of such lease): (i) real property appraisals from an independent professional licensed land surveyor satisfactory appraiser reasonably acceptable to the Administrative Agent; (ii) current or existing ALTA/ACSM surveys reasonably acceptable to the Administrative Agent and which are sufficient for the Title Insurance Company. (b) If title insurance company to remove the survey exception for each Mortgage Policy and to issue such survey-dependent endorsements as are requested by the Administrative Agent. (iii) a Mortgage and Security Agreement, executed and delivered by a duly authorized officer of the applicable Loan Party securing the total amount of the Obligations, provided, however, that with respect to any Mortgaged Property located in a jurisdiction which imposes mortgage recording taxes or similar fees, the amount secured thereby may be limited to an amount not less than 100% of the appraised value of the land and improvements constituting such Mortgaged Property which is subject to the Mortgage and Security Agreement (iv) with respect to each Mortgage and Security Agreement intended to cover such Mortgaged Property, a policy or policies of title insurance insuring the Lien of the Mortgage and Security Agreement on such Mortgaged Property, in an amount equal to, for any fee mortgage policy, the aggregate of the land value and insurable building and improvements value of such Mortgaged Property (or such lesser amount as may be acceptable to Administrative Agent), and for any leasehold mortgage policy, an agreed upon value of the leasehold estate reasonably acceptable to the Administrative Agent, issued by a nationally recognized title insurance company insuring the Lien of such Mortgage and Security Agreement as a valid first Lien on the Mortgaged Property described therein, free of all other Liens that are not expressly permitted under this Agreement, containing no general survey exception or mechanics lien exception and issued together with such endorsements and affirmative coverage as the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy may reasonably request; (or policiesv) or marked up unconditional binders an American Society for such insurance, or endorsements to existing title insurance policies Testing & Materials E1527-05 compliant Phase I Environmental Site Assessment (as applicable“ESA”), inclusive of 40 CFR 312 representations for each Mortgaged Property, prepared by an environmental consultant reasonably acceptable to the Administrative Agent in each caseform, in such amounts, scope and in form and substance, and with such endorsements, substance reasonably satisfactory to the Administrative Agent, insuring together with a letter from the Lien environmental consultant permitting the Agents and the Lenders to rely on the ESA as if addressed to and prepared for each of them; and (vi) customary legal opinions with respect to each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectivelyMortgaged Property, the “Title Insurance Policies”). (c) The Administrative Agent shall have received evidence reasonably acceptable addressed to the Administrative Agent of payment by and the Borrower of all premiums and other charges in connection with Secured Parties, as to such matters the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agentmay reasonably request.

Post-Closing Matters. The Borrower will, and will cause each of its Subsidiaries to, as applicable, ensure that promptly, and in any event within: (a) Within sixty seven (607) days after of the Initial Availability Closing Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), deliver to the Borrower Administrative Agent fully executed amended and restated Specified Intra-Group Loan Agreements to include subordination provisions in form and substance reasonably acceptable to the Borrower shall ensure that the following conditions are met:Administrative Agent; (ab) If requested Within fourteen (14) days of the Closing Date (or such later date agreed to by the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) belowits sole discretion), the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified deliver to the Administrative Agent fully executed control agreements with respect to the Pledged Equity as of the Closing Date, in form and substance reasonably acceptable to the Title Insurance Company Administrative Agent; (c) Within thirty (30) days of the Closing Date (or such later date agreed to by the Administrative Agent in a manner reasonably satisfactory to themits sole discretion), with such certificate dated a date reasonably satisfactory deliver to the Administrative Agent endorsements of insurance naming Administrative Agent as an additional insured or lenders loss payee, as the case may be, in form and substance reasonably acceptable to the Title Insurance Company Administrative Agent; (d) Within thirty (30) days of the Closing Date (or such later date agreed to by an independent professional licensed land surveyor satisfactory the Administrative Agent in its sole discretion), in the case of any personal property Collateral located at premises leased by a Loan Party and set forth on Schedule 5.20(g), use commercially reasonable efforts to deliver to the Administrative Agent such estoppel letters, consents and waivers from the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect landlords of each tract or parcel of such real property subject to a Mortgage a mortgagee’s title insurance policy the extent required to be delivered in connection with Section 6.14 (or policies) or marked up unconditional binders for such insuranceletters, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, consents and waivers shall be in form and substance, and with such endorsements, substance reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens it being acknowledged and agreed that any Landlord Waiver is satisfactory to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”Administrative Agent).; and (ce) The Within ninety (90) days of the Closing Date (or such later date as agreed to by the Administrative Agent shall have received evidence reasonably acceptable in its sole discretion), use commercially reasonable efforts to deliver to the Administrative Agent of payment by Qualifying Control Agreements satisfactory to the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject required to a Mortgage requested by the Administrative Agent.be delivered pursuant to Section 6.14. 174721465

Post-Closing Matters. Within sixty (60) On or prior to the date that is 120 days after the Initial Availability Second Restatement Effective Date (or as such later date as may be agreed to extended by the Administrative Agent in its sole discretion), the Borrower the Borrower shall ensure that the following conditions are met: (a) If requested by the Administrative Agent and required deliver or cause to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified be delivered to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory with respect to themeach Mortgaged Property, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, substance reasonably satisfactory to the Administrative Agent: (i) an amendment to each Mortgage (each, insuring a “Mortgage Amendment”) duly executed and acknowledged by the Lien applicable Loan Party, and in form for recording in the recording office where the respective 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) executed legal opinions regarding the enforceability of each the Mortgages, as amended by the applicable Mortgage Amendment, and other customary opinions as reasonably requested by the Administrative Agent; (iii) a proforma datedown endorsement (or such other title product where a datedown endorsement is not available in the applicable jurisdiction) to the existing Mortgage Policies relating to the Mortgage encumbering the Mortgaged Property subject to such Mortgage, committing to insure the Administrative Agent that, upon recording of such Mortgage Amendment, such Mortgage, as amended thereby, will be a valid and enforceable first priority mortgage or deed of trust Lien lien on such applicable real property subject only to Excepted Mortgaged Property in favor of the Administrative Agent, free and clear of all defects, encumbrances and liens except for Liens permitted by Section 7.01 of the Second Amended and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”).Restated Credit Agreement; and (civ) The Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policiesapplicable title insurance premiums, including without limitation all search and examination charges, escrow charges and related charges charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Title Insurance CompanyMortgage Amendments and issuance of the title products. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. Within sixty 8.1 Immediately prior to the Closing, the Sellers shall terminate the employment of each of the employees named on Schedule 8.1, and effective as of the Closing, the Buyer shall offer employment to each employee named on Schedule 8.1 (60i) days after at a position comparable to such employee's position with the Initial Availability Date Seller immediately prior to the Closing, (ii) at wage or salary levels and bonus or other incentive compensation amount, as applicable, in compliance with Buyer's compensation schedule with respect to such later date as may employee, and (iii) with its standard employee benefits at Closing, with length of service with the Seller, up to the Closing, to be agreed to recognized by the Administrative Agent in its sole discretion), Buyer for purposes of Buyer's benefit plans (other than accrual of benefits) as service with the Borrower the Borrower Buyer. The employees named 1. The Seller shall ensure that the following conditions are met: (a) If requested by the Administrative Agent remain solely responsible for any and required to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received all liabilities in respect of each tract any employees not named on Schedule 8.1. 8.2 The Buyer shall provide the Transferred Employees coverage under any welfare and fringe benefit plans, programs, policies or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders arrangements established by the Buyer in accordance with Section 8.1 for such insuranceTransferred Employees ("Buyer Welfare Plan"); provided that, the Seller shall remain solely responsible for any and all benefit liabilities to or endorsements in respect of the Transferred Employees or their beneficiaries or dependents relating to existing title insurance policies (as applicable), or arising in each case, in such amounts, and in form and substance, and connection with such endorsements, reasonably satisfactory any claims relating to or based upon an occurrence prior to the Administrative AgentClosing for life, insuring disability, accidental death or dismemberment, medical, dental, hospitalization, other health or other welfare or fringe benefits or expense reimbursements. The Buyer shall waive any preexisting condition restrictions for any Transferred Employee and his or her dependents under Buyer's Welfare Plan and shall credit such Transferred Employee with any co-payments and deductible contributions made by such Transferred Employee for the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens plan year in which the Closing occurs. From and to after the standard exceptions customary in such policies (collectivelyClosing, the “Title Insurance Policies”). (c) The Administrative Agent Seller shall have received evidence reasonably acceptable remain solely responsible for any and all benefit liabilities relating to the Administrative Agent of payment by the Borrower of all premiums and other charges or arising in connection with the issuance requirements of COBRA to provide continuation of health care coverage under any plan in respect of (i) the employees, other than any employee named on Schedule 8.1 and their covered dependents, and (ii) to the extent related to a qualifying event occurring before the Closing, Transferred Employees and their covered dependents. 8.3 To assure to Buyer the full benefit of Business, each member of the Title Insurance PoliciesElcom Group undertakes that they shall not disclose to another person or itself use for any purpose, and shall use all reasonable endeavors to prevent the publication or disclosure of, information concerning the Business or affairs of the clients or customers of the Business, of which it has knowledge except for disclosure (i) required by law or applicable regulation or (ii) on a confidential basis to its professional advisers or (iii) of information that has come into the public domain through no breach of this Agreement. 8.4 Neither Buyer nor any member of the Elcom Group, for twenty four (24) months after Closing, shall interfere with or entice away from the other any employee of such other party, unless either party waives its rights hereunder; provided, however, Buyer shall not be subject to such restriction with respect to any employees identified on Schedule 8.1. For purposes of this Agreement, job postings, newspaper advertisements, and any party's personnel's response to job inquiries unilaterally made by such personnel shall not constitute an interference or enticement. If Buyer notifies Elcom Group that an employee of Elcom Group is critical to the Business, Buyer and Elcom Group agree to negotiate in good faith a consulting arrangement whereby Elcom Group will provide, at cost plus direct expenses, the services of said employee during a transition period not to exceed 6 months nor more than 40 hours per week for the first month, 30 hours per week for the second month, and 20 hours per week thereafter. 8.5 Notwithstanding anything to the contrary in this Agreement: This Agreement shall not constitute an agreement to transfer, convey or assign any Contracts if a transfer, conveyance or assignment, or an attempt to make a transfer, conveyance or assignment, without the consent of a third party (including any governmental authority) would constitute a breach or violation thereof or in any way adversely affect the rights of the transferee, conveyee or assignee thereof until such consent is obtained; and if any such required consent is not obtained on or prior to the Closing, the Seller shall use commercially reasonable efforts to obtain such consent thereafter, and the Seller and the Buyer shall cooperate with each other to effect any reasonable arrangement designed to provide to the Buyer the benefit of, and to permit it to assume the liabilities and obligations under, any such Contracts. In the event any Contract cannot be assigned to Buyer, Seller shall allow Buyer to obtain the benefit of the Contract in Seller's name and each shall serve as the others' agents for such purpose; provided that Buyer shall indemnify, defend and hold Seller harmless from and against any and all claim, demand, action, damage, loss, cost, interest, liability, fee or expense, including without limitation all search and examination chargesattorney's fees, escrow charges and related charges which the Seller may suffer or incur in connection therewith. 8.6 From the date of Closing until the fifth anniversary thereof, no member of the Title Insurance CompanyElcom Group shall resell information technology hardware products or provide associated services relating thereto to the customers identified in Schedule 8.6. Further no member of the Elcom Group shall receive an agent fee from a reseller of information technology hardware products for the sale by such agent of any information technology hardware products or services to the customers identified in Schedule 8.6, nor shall it enter into any agreement designed to subvert the spirit of this paragraph. Notwithstanding the foregoing, nothing contained herein shall restrict any member of the Elcom Group from selling or licensing any of its technology products, other than SalesTrak, to a reseller of information technology hardware products or services or to any of the customers identified in Schedule 8.6. In addition, no member of the Elcom Group shall be prohibited from receiving fees from an eProcurement marketplace set up by a marketmaker using elcom technology. Elcom Group will keep its list of customers as disclosed on Schedule 8.6 confidential and not disclose customers to such resellers. (d) The Borrower and/or any applicable Group Member shall have executed 8.7 On and delivered such affidavits, certificates, information (including financial data) and instruments after the date of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title inClosing, the Title Insurance Policies referred Seller shall afford promptly to in clause (b) above the Buyer and its representatives access to its books and records, employees and auditors to the extent necessary or useful for the Buyer in Borrower’s possession connection with any third party audit, investigation, dispute or controllitigation or any other reasonable business purpose relating to the Business and the Assets. Any such access by the Buyer shall (i) be upon reasonable notice and at reasonable times during the normal business hours of Seller, a copy (ii) shall not unreasonably interfere with the conduct of all other material documents affecting the real property business of the Seller, (iii) be at the Buyer's expense and (iv) shall be subject to a Mortgage appropriate restrictions for classified or privileged information. 8.8 Following the Closing, the parties shall at their own expense, execute and deliver, or cause to be executed and delivered, such additional reasonable instruments, documents, conveyances or assurances and take such other actions as may be reasonably necessary, or otherwise reasonably requested by the Administrative Agentother party, to render effective the consummation of the transactions contemplated by this Agreement and the Ancillary Documents or otherwise carry out the intent and purposes of this Agreement and the Ancillary Documents. 8.9 The parties agree that the terms and conditions of Section 9 of the Managed Services Agreement shall continue in force after the termination of the Managed Services Agreement.

Post-Closing Matters. Within sixty Borrower will deliver or perform or cause to be delivered or performed, as applicable, the covenants set forth in this Section 5.15. To any extent that performance contemplated by this Section 5.15 is required pursuant to other terms of the Loan Documents, it shall not constitute a Default or Event of Default that such performance remains unperformed before the date required pursuant to this Section 5.15. (60a) On or before the date that is 30 days after the Initial Availability Effective Date (or such later date as may be agreed to by the Administrative Agent may agree in its sole discretion), the Borrower the Borrower shall ensure that the following conditions are met: (a) If requested by the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) below, the Administrative Agent shall have receivedreceived a Deposit Account Control Agreement (as defined in the Security Agreement) executed by all parties thereto with respect to each “deposit account” (as defined in the Uniform Commercial Code, and the title insurance company issuing the policy referred as in effect from time to in clause (b) below (the “Title Insurance Company”) shall have receivedtime, maps or plats of an as-built survey of the sites State of real property that is Collateral subject to a Mortgage certified New York) of each Loan Party, in each case in form and substance reasonably satisfactory to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to themAgent; provided that, with such certificate dated respect to deposit accounts at JPMorgan Chase Bank, N.A., a date Deposit Account Control Agreement shall not be required until, if later, three Business Days following the Agent’s submission to the Borrower of a Deposit Account Control Agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance CompanyBorrower, for execution. (b) If requested On or before the date that is 14 days after the Effective Date (such period to be tolled for any days during which the NVDC is closed or its services are otherwise curtailed due to a general shutdown of non-essential offices of the United States federal government) (or such later date as the Administrative Agent may agree in its sole discretion), the Security Trustee shall have received, with respect to each Vessel: (i) the Certificate of Documentation and any further evidence as shall be required by the Administrative Agent, Agent that the Administrative Agent shall have received Vessel is beneficially owned by the relevant Borrower and registered in respect the name of each tract or parcel of real property subject the relevant Borrower; and (ii) a vessel abstract from the NVDC reflecting no Liens thereon other than the relevant Mortgage and those ordered to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory be released pursuant to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary Bankruptcy Court order referenced in such policies (collectively, the “Title Insurance Policies”Section 4.01(b). (c) The Administrative Agent shall have received evidence reasonably acceptable On or before the date that is 90 days after the Effective Date (such period to be tolled during any days during which the NVDC is closed or its services are otherwise curtailed due to a general shutdown of non-essential offices of the United States federal government) (or such later date as the Administrative Agent of payment by may agree in its sole discretion), the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member Security Trustee shall have executed and delivered such affidavitsreceived, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required with respect to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or controleach Vessel, a copy of all vessel abstract from the NVDC reflecting no Liens thereon other material documents affecting than the real property subject to a Mortgage requested by the Administrative Agentrelevant Mortgage.

Post-Closing Matters. Within sixty (60) The Borrower shall and shall cause each Guarantor to within 60 days after the Initial Availability Third Amendment Effective Date (or such later date longer period as the Administrative Agent may determine in its reasonable discretion) (and which requirements may be agreed to waived by the Administrative Agent in its sole reasonable discretion), the Borrower the Borrower shall ensure that the following conditions are met:): (a) If requested by execute, deliver and file amendments to the Administrative Agent and required Mortgages existing prior to induce the Title Insurance Company to issue the Title Insurance Policies Third Amendment Effective Date in the a form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified acceptable to the Administrative Agent and the Title Insurance Company Agent, together with such title endorsements as are reasonably required to give effect thereto in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory form acceptable to the Administrative Agent Agent, together with (x) such owner’s title affidavits as may be reasonably required by the title insurer in substantially the form previously accepted by the title insurer with respect to such Mortgages, including therein any so-called “no-change” survey affidavit and (y) any documents required in connection with the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent recording of such mortgage amendments and the Title Insurance Company.issuance of such endorsements; (b) If to the extent reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the amendments to the Mortgages described above, which opinions shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and be in form and substance, and with such endorsementsfrom counsel, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”).; and (c) The Administrative Agent shall have received evidence reasonably acceptable deliver to the Administrative Agent a completed standard “life of payment loan” flood hazard determination form for each property encumbered by a Mortgage, and if the property is located in an area designated by the U.S. Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards, (i) a notification to the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) created by the U.S. Congress pursuant to the National Flood Insurance Act of all premiums 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and other charges the Flood Insurance Reform Act of 2004 is not available because the applicable community does not participate in connection with the issuance NFIP, (ii) documentation evidencing the Borrower’s receipt of the Title Insurance PoliciesBorrower Notice (e.g., including without limitation all search countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and examination charges, escrow charges and related charges of the Title Insurance Company. (diii) The if Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably Notice is required to induce be given and flood insurance is available in the Title Insurance Company to issue community in which the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or controlproperty is located, a copy of all one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other material documents affecting the real property subject evidence of flood insurance reasonably satisfactory to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. Within sixty To the extent not delivered on February 13, 2020: (60a) within one hundred twenty (120) days after the Initial Availability Date (or such later date as may be agreed to by the Administrative Collateral Agent in its sole discretion)) of the Fifth Amendment Effective Date, the Borrower Credit Parties shall have delivered to the Borrower shall ensure that the following conditions are metCollateral Agent: (ai) If requested by the Administrative Agent and required With respect to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) belowany Material Real Property, the Administrative Collateral Agent shall have received, in form and substance reasonably satisfactory to the Collateral Agent and the Banks a Mortgage, duly executed by the appropriate Credit Party, together with: (A) evidence that counterparts of such Mortgage has been duly executed, acknowledged and delivered and is in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and other fees in connection therewith have been paid, (B) a fully paid American Land Title Association Lender’s Extended Coverage title insurance company issuing the policy referred to in clause (b) below (the “Mortgage Policy”), with endorsements and in amounts reasonably acceptable to the Collateral Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all Liens, other than Permitted Liens, and providing for such other affirmative insurance and such coinsurance (or reinsurance with direct access) as the Collateral Agent may deem reasonably necessary or desirable, (C) an American Land Title Insurance Company”Association/National Society of Professional Engineers form survey, for which all necessary fees (where applicable) shall have receivedbeen paid, maps or plats of an as-built survey and dated no more than thirty (30) days before the day of the sites initial Extension of real property that is Collateral subject to a Mortgage Credit, certified to the Administrative Collateral Agent and the Title Insurance Company issuer of the Mortgage Policy in a manner reasonably satisfactory to them, with such certificate dated the Collateral Agent by a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to duly registered and licensed in the Administrative Agent jurisdiction in which the Material Real Property is located and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”). (c) The Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of Collateral Agent, showing all premiums buildings and other charges in connection with the issuance of the Title Insurance Policiesimprovements, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a sooff-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title insite improvements, the Title Insurance Policies referred location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to in clause (b) above such property, and other defects, other than encroachments and other defects reasonably acceptable to the Collateral Agent; provided, however, to the extent that the Borrowers are in Borrower’s possession or controlof an existing survey for any Material Real Property, and the furnishing of any such existing survey together with a copy of all other material documents affecting customary survey affidavit is satisfactory to the real property subject applicable title company to issue a Mortgage requested Policy, then the requirements set forth in this Section 4(a)(iii) shall be deemed to be satisfied for the applicable Material Real Property, (D) on the request of the Collateral Agent, an engineering, environmental, soils or similar report from professional firms reasonably acceptable to the Collateral Agent, (E) evidence of the insurance required by the Administrative Agent.terms of Section 7.6 of the Existing Credit Agreement, (F) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination, and, if such Material Real Property is located in a special flood hazard area, (1) a notice to (and confirmations of receipt by) the applicable Credit Party as to the existence of a special flood hazard and, if applicable, the availability of flood hazard insurance under the National Flood Insurance Program and (2) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by the Flood Insurance Laws or as otherwise required by the Secured Parties;

Post-Closing Matters. Within sixty (60) On or before the date that is 60 days after the Initial Availability Date date on which the Las Cruces Acquisition is consummated (or such later date as the Agent may be agreed reasonably agree to by if the Administrative Agent Borrower and its Subsidiaries are diligently pursuing such items in its sole discretiongood faith), the Borrower the Borrower following matters shall ensure that the following conditions are methave been completed: (a) If requested by A Mortgage for the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) below, the Administrative Agent Realty located at Las Cruces Hospital shall have receivedbeen duly authorized, executed and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) delivered by PHC-Las Cruces, shall have receivedbeen recorded, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent registered and the Title Insurance Company filed in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory acceptable to the Administrative Agent Agent, shall be in full force and effect and no Default shall exist thereunder, and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Companyshall have received a fully executed copy thereof. (b) If requested A fixture filing with respect to the fixtures at Las Cruces Hospital, in form and substance reasonably satisfactory to the Agent, shall have been filed. (c) The Agent, for the benefit of the Lenders, shall have received a policy of title insurance or a title insurance binder in form and substance reasonably satisfactory to the Agent, from a title insurance company duly licensed to do business in New Mexico, selected by the Administrative Borrower and reasonably acceptable to the Agent, in an amount reasonably satisfactory to the Administrative Agent but not to exceed the fair market value of the Realty, with respect to each tract of Realty being encumbered by the lien of the Mortgage for Las Cruces Hospital, all premiums thereon shall have been paid, and such policy shall insure that the Mortgage for Las Cruces Hospital constitutes a valid, enforceable, first priority lien on the Realty subject thereto, free and clear from all title defects and encumbrances whatsoever except for and subject to Permitted Liens, and only with exceptions for rights of physicians or other healthcare providers as tenants under written leases of office space in the ordinary course of business, but specifically excluding ground leases with terms of ten years or more, and such other exceptions as are reasonably acceptable to the Agent, and shall include future advance and revolving credit endorsements, a variable rate endorsement and such other endorsements as the Agent may reasonably request, to the extent available in New Mexico. Such title insurance policy (or binder, as the case may be) with respect to the Realty for Las Cruces Hospital may not contain general survey exceptions except with the Agent's prior written consent. (d) The Agent shall have received in respect a metes-and-bounds survey of each tract or parcel of real property subject to a the Realty of Las Cruces Hospital being encumbered by the lien of the Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable)with respect thereto, in form and substance reasonably satisfactory to the Agent. (e) A favorable opinion of Xxxxxxx Xxxxxxxx Xxxxx Xxxxxx & Xxxx, P.A., New Mexico counsel to the Borrower and the Guarantors, with respect to the Security Documents to be executed by PHC-Las Cruces in connection with this Amendment, addressed to the Agent, for the benefit of the Lenders, the Issuing Lender and each case, in such amountsLender, and in form and substance, and with such endorsements, reasonably substance satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and shall have been delivered to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”). (c) The Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. (a) Within sixty (60) 60 days after the Initial Availability Restatement Effective Date (or such later date longer time as may be agreed to by the Administrative Agent), deliver duly executed Account Control Agreements (and, if applicable, amendments to any Account Control Agreements executed under the Existing Credit Agreement that are necessary in order for such Account Control Agreements to be in full force and effect after giving effect to the Restatement Effective Date) with respect to each Pledged Account in existence on the Restatement Effective Date. (b) With respect to each Existing Mortgaged Property, deliver to the Administrative Agent in its sole discretionwithin 60 days after the Restatement Effective Date (or such longer time as may be agreed by the Administrative Agent), the Borrower following in form and substance reasonably satisfactory to the Borrower shall ensure that Administrative Agent: (i) an amendment to the following conditions are met: Mortgage and Security Agreement encumbering such Mortgaged Property, duly executed and acknowledged by the applicable Loan Party (aeach, a “Mortgage Amendment”); (ii) If requested by a date-down endorsement to the title insurance policy covering the Mortgage and Security Agreement encumbering such Mortgaged Property (or if a date-down is not available for a particular jurisdiction, a new title insurance policy in the same insured amount as originally issued or marked up unconditional title commitment, pro forma policy or binder for such insurance), in the same insured amount as originally issued, if applicable, and in form and substance not materially less favorable to the Administrative Agent or the Lenders as such title policies or marked up unconditional title commitments, pro forma policies or binders delivered on or prior to the Restatement Effective Date in connection with delivery of the existing Mortgage and required to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause Security Agreements; (biii) belowevidence of payment of all applicable filing, the Administrative Agent shall have receiveddocumentary, stamp, intangible, mortgage and recording taxes, recording and filing fees, and the title insurance company issuing premiums and fees in connection with the policy referred matters set forth in clauses (i), and (ii) and (iii) above; and (iv) customary legal opinions with respect to in clause (b) below (the “Title Insurance Company”) shall have receivedeach Mortgage Amendment, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified addressed to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory other Secured Parties, as to them, with such certificate dated a date reasonably satisfactory to matters the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, may reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”)request. (c) The Administrative Agent shall have received evidence reasonably acceptable With respect to each Mortgaged Property (other than Existing Mortgaged Properties and other than properties located in Canada), deliver to the Administrative Agent of payment by within 60 days (or 120 days with respect to any Mortgaged Property that is a leasehold estate) after the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. Restatement Effective Date (d) The Borrower and/or any applicable Group Member shall have executed and delivered or such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) longer time as shall may be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested agreed by the Administrative Agent.), the following in form and substance

Post-Closing Matters. (a) Within sixty (60) 30 days after following the Initial Availability Effective Date (or such later date as may be agreed subject to by extension in the Administrative Agent in its sole discretiondiscretion of the Collateral Agent), the Borrower the Borrower Collateral Agent shall ensure that have received the following conditions are met:with respect to the real property subject to a Mortgage as of the Effective Date (the “Existing Mortgaged Property”): (ai) If an amendment to each existing Mortgage (each a “Mortgage Amendment”) (or to the extent requested by the Administrative Agent Agent, a new Mortgage or an amended and required to induce restated Mortgage) duly executed and acknowledged by the Title Insurance Company to issue the Title Insurance Policies applicable Loan Party, and in form for recording in the form required by clause (b) belowrecording office where such existing Mortgage was recorded, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, together with such certificate dated a date 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; (ii) with respect to each Mortgage Amendment, opinions of local counsel or such other special counsel to the Loan Parties, which opinions (a) shall be addressed to the Collateral Agent and each of the Lenders, (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 the Title Insurance Company by an independent professional licensed land surveyor (c) shall be in form and substance reasonably satisfactory to the Administrative Agent Collateral Agent; and (iii) such other certificates, documents and information as are reasonably requested by the Title Insurance CompanyLenders. (b) If Within 60 days following the Effective Date (subject to extension in the sole discretion of the Collateral Agent), the Collateral Agent shall have received the following with respect to the real property set forth on Schedule 5.15 (the “New Mortgaged Property”): (i) a Mortgage or Mortgage Amendment, as applicable, on (A) any New Mortgaged Property consisting of a Pipeline together with all real property that is part of such Pipeline system and that is owned in fee by a Loan Party and (ii) at least 80% of the Pipeline ROWs for such Pipeline (calculated based upon the length of such Pipeline), duly executed and acknowledged by the applicable Loan 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; (ii) with respect to each Mortgage or Mortgage Amendment, as applicable, opinions of local counsel or such other special counsel to the Loan Parties, which opinions (1) shall be addressed to the Collateral Agent and each of the Secured Parties, (2) shall cover the due authorization, execution, delivery and enforceability of such Mortgage or Mortgage Amendment and such other matters incident to the transactions contemplated herein as Administrative Agent may reasonably request and (3) shall be in form and substance reasonably satisfactory to the Collateral Agent; and (iii) such other certificates, documents and information as are reasonably requested by the Lenders. (c) Within 60 days following the Effective Date (subject to extension in the sole discretion of the Administrative Agent), the Administrative Agent shall have received in respect title information satisfactory to it on such of each tract or parcel of real property the RW Mortgaged Property as the Administrative Agent may reasonably require. (d) Within 30 days following the Effective Date (subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), extension in each case, in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory to the sole discretion of the Administrative Agent), insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and (i) any Subsidiary acquired pursuant to the standard exceptions customary in Southern Union Acquisition or any successor entity to such policies Subsidiary (collectively, the “Title Insurance PoliciesSUG Subsidiaries”) shall (A) execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor and a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (B) take all actions necessary or reasonably advisable in the opinion of the Administrative Agent or the Collateral Agent to cause the Lien created by the Security Agreement to be duly perfected to the extent required by the Security Agreement in accordance with all applicable Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent and (iii) (A) the Borrower or the applicable Restricted Subsidiary shall pledge its equity ownership interest in (1) each SUG Subsidiary and (2) any Joint Venture acquired or created pursuant to the Southern Union Acquisition as provided in Section 5.1 of the Security Agreement and (B) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such SUG Subsidiary and such Joint Venture, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such SUG Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party. (ce) The Within 30 days following the Effective Date (subject to extension in the sole discretion of the Administrative Agent), the Administrative Agent shall have received evidence reasonably certificates of insurance naming the Collateral Agent as loss payee with respect to such of the Loan Parties’ property insurance policies as the Administrative Agent deems material in its reasonable discretion and additional insured with respect to such of the Loan Parties’ liability insurance policies as the Administrative Agent deems material in its reasonable discretion, and covering the Loan Parties’ properties with such insurance carriers, for such amounts and covering such risks as are acceptable to the Administrative Agent of payment by the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. Within sixty (60) The Borrower shall and shall cause each Guarantor to within 60 days after the Initial Availability Fourth Amendment Effective Date (or such later date longer period as the Administrative Agent may determine in its reasonable discretion) (and which requirements may be agreed to waived by the Administrative Agent in its sole reasonable discretion), the Borrower the Borrower shall ensure that the following conditions are met:): (a) If requested by execute, deliver and file amendments to the Administrative Agent and required Mortgages existing prior to induce the Title Insurance Company to issue the Title Insurance Policies Fourth Amendment Effective Date in the a form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified acceptable to the Administrative Agent and the Title Insurance Company Agent, together with such title endorsements as are reasonably required to give effect thereto in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory form acceptable to the Administrative Agent Agent, together with (x) such owner’s title affidavits as may be reasonably required by the title insurer in substantially the form previously accepted by the title insurer with respect to such Mortgages, including therein any so-called “no-change” survey affidavit and (y) any documents required in connection with the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent recording of such mortgage amendments and the Title Insurance Company.issuance of such endorsements; (b) If to the extent reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the amendments to the Mortgages described above, which opinions shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and be in form and substance, and with such endorsementsfrom counsel, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”).; and (c) The Administrative Agent shall have received evidence reasonably acceptable deliver to the Administrative Agent a completed standard “life of payment loan” flood hazard determination form for each property encumbered by a Mortgage, and if the property is located in an area designated by the U.S. Federal Emergency Management Agency (or any successor agency) as having special flood or mud slide hazards, (i) a notification to the Borrower (“Borrower Notice”) and (if applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) created by the U.S. Congress pursuant to the National Flood Insurance Act of all premiums 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and other charges the Flood Insurance Reform Act of 2004 is not available because the applicable community does not participate in connection with the issuance NFIP, (ii) documentation evidencing the Borrower’s receipt of the Title Insurance PoliciesBorrower Notice (e.g., including without limitation all search countersigned Borrower Notice, return receipt of certified U.S. Mail, or overnight delivery), and examination charges, escrow charges and related charges of the Title Insurance Company. (diii) The if Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably Notice is required to induce be given and flood insurance is available in the Title Insurance Company to issue community in which the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or controlproperty is located, a copy of all one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other material documents affecting the real property subject evidence of flood insurance reasonably satisfactory to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. (a) Within sixty (60) 60 days after the Initial Availability Closing Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), the Borrower the Borrower shall ensure that the following conditions are met: (a) If requested by the Administrative Agent and required to induce the Title Insurance Company to issue the Title Insurance Policies in the form required by clause (b) below, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, longer period reasonably satisfactory to the Administrative Agent, insuring the Lien Company agrees to take or cause to be taken the actions to perfect the security interest in all items of each Collateral, described in Section 4(n), Section 4(o) (including the delivery of the corresponding opinions from FAA counsel) and Schedule 3.21(a) of this Agreement and in Section 5.10 and Schedule 3 of the Guarantee and Collateral Agreement that were not completed on the Closing Date. (b) Within 30 days after the Closing Date or such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and longer period reasonably satisfactory to the standard exceptions customary in such policies (collectivelyAdministrative Agent, the Company agrees to provide to the Administrative Agent (i) evidence of insurance complying with the requirements of Section 5.5(b) of this Agreement and Section 5.2 of the Guarantee and Collateral Agreement and (ii) an insurance broker’s or agent’s certificate certifying that the insurance coverage maintained by the Company and its Subsidiaries are endorsed or amended to include a “Title Insurance Policies”)standard” or New York” lender’s loss payable endorsement and name the Administrative Agent as additional insured/loss payee, in each case in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the certificates described above shall also provide that (i) the insurers thereunder shall waive all rights of subrogation against the Administrative Agent and the Lenders, any right of setoff or counterclaim and any other right to deduction, whether by attachment or otherwise; (ii) such insurance shall be primary without right of contribution of any other insurance carried by or on behalf of the Administrative Agent or the Lenders; and, (iii) if such insurance is cancelled for any reason whatsoever, including nonpayment of premium, or any changes are initiated by the Company or carrier which affect the interests of the Administrative Agent or the Lenders, such cancellation or change shall not be effective as to the Administrative Agent (on behalf of the Lenders) until thirty (30) days thereafter, except in the case of non-payment of premium, which shall not be effective as to the Administrative Agent or the Lenders until ten (10) days after such cancellation or change, in each case after receipt by the Administrative Agent (on behalf of the Lenders) of written notice sent by registered mail from such insurer. (c) The No later than September 15, 2007 or such longer period reasonably satisfactory to the Administrative Agent Agent, the Company shall have received evidence reasonably acceptable provide to the Administrative Agent of payment by the Borrower of all premiums and other charges in connection a five-year model reflecting updated accounting policies with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Companyrespect to maintenance expenses. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. Within sixty To the extent such items have not been delivered as of the Second Amendment and Restatement Effective Date, within ninety (6090) days after the Initial Availability Date (Second Amendment and Restatement Effective Date, unless waived or such later date as may be agreed to extended by the Administrative Collateral Agent in its sole discretion), the Borrower applicable Loan Party shall deliver to the Borrower Collateral Agent, with respect to the Mortgage encumbering Mortgaged Property entered into prior to the Second Amendment and Restatement Effective Date, an amendment (the “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall ensure that be required in connection with the following conditions are metrecording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Administrative Agent or Collateral Agent, together with: (a) If a title endorsement to the existing Mortgage Policy assuring the Collateral Agent that the Mortgage encumbering the Mortgaged Property located at 0000 Xxxxx Xxxxxxxx Xxx, Xxxxxxxxx Xxxxxxx, Xxxxxxxx, as amended by the Mortgage Amendment, is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all Liens except those Liens created or permitted by this Agreement and the Collateral Documents or by the Administrative Agent or Collateral Agent, and such endorsement to such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent or Collateral Agent; (b) to the extent reasonably requested by the Administrative Agent or Collateral Agent, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to each Agent and required each of the Lenders, (y) shall cover the enforceability of the Mortgage as amended by the Mortgage Amendment, and (z) shall be in form and substance reasonably satisfactory to induce the Title Insurance Company to issue Agents; (c) evidence that all other actions, recordings and filings in connection with the Title Insurance Policies in the form required by clause (b) below, Mortgage Amendment that the Administrative Agent may deem reasonably necessary shall have receivedbeen taken, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps completed or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Agent and the Title Insurance Company otherwise provided for in a manner reasonably satisfactory to them, with such certificate dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor satisfactory to the Administrative Agent and the Title Insurance Company. (b) If requested by the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable), in each case, in such amounts, and in form and substance, and with such endorsements, reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”). (c) The Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.

Post-Closing Matters. (a) Within sixty (60) 60 days after of the Initial Availability Closing Date (or such later date longer period as may be agreed to by the Administrative Agent in its sole discretion), the Borrower Borrowers shall deliver to the Borrower shall ensure that the following conditions are met: Collateral Agent: (ai) If requested by the Administrative Agent an American Land Title Association/American Congress on Surveying and required to induce the Title Insurance Company to issue the Title Insurance Policies in the Mapping form required by clause survey, for which all necessary fees (bwhere applicable) belowhave been paid, the Administrative Agent shall have received, and the title insurance company issuing the policy referred to in clause (b) below (the “Title Insurance Company”) shall have received, maps or plats of an as-built survey of the sites of real property that is Collateral subject to a Mortgage certified to the Administrative Collateral Agent and the Title Insurance Company issuer of the Mortgage Policy in a manner reasonably satisfactory to themthe Collateral Agent by a land surveyor duly registered and licensed in the State of Alabama and reasonably acceptable to the Collateral Agent, with showing all buildings and other improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such certificate dated improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Collateral Agent; (ii) an endorsement to the Mortgage Policy deleting the survey exception; (iii) comprehensive, same as survey, access, address/location and contiguity endorsements to the Mortgage Policy; and (iv) evidence that all other actions that the Collateral Agent may deem necessary or desirable in order to create a date reasonably satisfactory valid and subsisting Lien on the Alabama Property described in the Mortgage, subject only to Permitted Encumbrances having priority by operation of applicable Law, has been taken. Until such time as the Borrowers deliver the items described in this Section 6.21(a), the Administrative Agent and is under no obligation to include the Title Insurance Company by an independent professional licensed land surveyor satisfactory to Alabama Property in the Administrative Agent and the Title Insurance CompanyBorrowing Base. (b) If requested Within 60 days of the Closing Date, a fully paid (or, as to which, evidence of the payment of the applicable premium has been provided to the Collateral Agent) American Land Title Association Lender’s Extended Coverage title insurance policy or marked-up title commitment having the effect of a policy of title insurance (the “Mortgage Policy”) in form and substance, with endorsements and in an amount acceptable to the Collateral Agent, issued by Xxxxxxx Title Guaranty Company, insuring the Mortgage to be a valid and subsisting Lien on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for zoning of the applicable property) and such coinsurance and direct access reinsurance as the Collateral Agent may deem necessary or desirable. Until such time as the Borrowers deliver the items described in this Section 6.21(b), the Administrative Agent is under no obligation to include the Alabama Property in the Borrowing Base. (c) Within 30 days of the Closing Date (or such longer period as may be agreed to by the Administrative Agent in its sole discretion), the Borrowers shall deliver to the Administrative Agent a Blocked Account Agreement with Wachovia Bank, National Association with respect to account #203024911266. In the event that the Borrowers are unable to deliver the foregoing Blocked Account Agreement within the timeframe set forth herein or make other arrangements acceptable to the Administrative Agent, the Administrative Agent shall have received in respect of each tract or parcel of real property subject to a Mortgage a mortgagee’s title insurance policy (or policies) or marked up unconditional binders for such insurance, or endorsements to existing title insurance policies (as applicable)may, in each caseits sole discretion, in such amountsrequire the Borrowers to move the applicable Blocked Account to Xxxxx Fargo Bank, N.A. or another depository institution that is willing to execute and deliver a Blocked Account Agreement in form and substance, and with such endorsements, substance reasonably satisfactory to the Administrative Agent, insuring the Lien of each such Mortgage as a valid first priority mortgage or deed of trust Lien on such applicable real property subject only to Excepted Liens and to the standard exceptions customary in such policies (collectively, the “Title Insurance Policies”). (c) The Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent of payment by the Borrower of all premiums and other charges in connection with the issuance of the Title Insurance Policies, including without limitation all search and examination charges, escrow charges and related charges of the Title Insurance Company. (d) The Borrower and/or any applicable Group Member shall have executed and delivered such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably required to induce the Title Insurance Company to issue the Title Insurance Policies. (e) The Administrative Agent shall have received a copy of all recorded documents referred to, or listed as exceptions to title in, the Title Insurance Policies referred to in clause (b) above and to the extent in Borrower’s possession or control, a copy of all other material documents affecting the real property subject to a Mortgage requested by the Administrative Agent.