Common use of Post-Closing Clause in Contracts

Post-Closing. (a) No later than thirty (30) days after the Closing Date (as such time period may be extended by the Administrative Agent in its sole discretion), each of the Borrower and each Subsidiary Guarantor shall grant a security interest in the Equity Interests of each direct Subsidiary of such Person by (x) delivering to the Collateral Agent a duly executed supplement to the Security Agreement or such other document as the Collateral Agent and the Lenders shall deem appropriate for such purpose, (y) delivering supplements to Schedule 3.14 as are necessary to cause such annexes to be complete and accurate with respect to such additional Equity Interests and (z) delivering such other documents as the Collateral Agent or any Lender may reasonably request, all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) To the extent certificates in respect of the Certificated Securities or any intercompany notes, if any, pledged pursuant to the Security Agreement and required to be delivered to the Collateral Agent are not delivered to the Collateral Agent or its designee on or prior to the Closing Date (or, in the case of Certificated Securities delivered pursuant to clause (a) of this Section 5.15, on or prior to the date that is thirty (30) days after the Closing Date), accompanied by signed and undated stock powers or other appropriate instruments of transfer, after using commercially reasonable efforts, the Credit Parties shall deliver the same to the Collateral Agent as soon as practical thereafter but in any event no later than sixty (60) days following the Closing Date (as such time period may be extended by the Administrative Agent in its sole discretion); provided further that if such Certificated Securities or intercompany notes have not been delivered on or prior to the date that is sixty (60) days following the Closing Date (as may be extended) after using commercially reasonable efforts, the Credit Parties shall not be in breach of this Section 5.15 so long as the Credit Parties deliver a certificate to the Administrative Agent, which shall certify that such Certificated Securities or intercompany notes are not held by any third party and continue to use commercially reasonable efforts to deliver such Certificated Securities or intercompany notes.

Post-Closing. (a) No not later than five (5) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed in blank, undated stock powers attached thereto; (b) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments that evidence intercompany debt pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed customary allonges attached thereto; (c) not later than thirty (30) days after the Closing Date (or such later date as such time period may be extended agreed to by the Administrative Agent in its sole discretionAgent), each the Loan Parties shall deliver all notes or other instruments not delivered pursuant to clause (b) above as required pursuant to the Security Agreement, together with duly executed customary allonges attached thereto; (d) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver an estoppel letter, consent and waiver from the landlord of that real property located at 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000, in the form previously agreed to between the Administrative Agent, the Borrower and each Subsidiary Guarantor the landlord; (e) not later than sixty (60) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall grant a security interest in the Equity Interests of each direct Subsidiary of such Person by (xi) delivering deliver to the Collateral Administrative Agent a duly fully executed supplement to customary deposit account control agreements in favor of the Security Agreement or such other document as the Collateral Administrative Agent and the Lenders shall deem appropriate for such purpose, (y) delivering supplements to Schedule 3.14 as are necessary to cause such annexes to be complete and accurate with respect to each deposit account held at a depositary bank other than SunTrust Bank which is required pursuant to the terms of the Loan Documents to be subject to such additional Equity Interests deposit account control agreements or (ii) in the case of any such deposit account for which such a control agreement has not been delivered by such date, close such account; (f) not later than the date that the Borrower’s or one of its Subsidiaries’ purchase of the remaining Capital Stock of Power Pay, Inc. is consummated (as permitted by Section 7.4(f)), the Loan Parties shall deliver evidence to the Administrative Agent that the Promissory Note dated October 1, 2005 executed by PowerPay, LLC in favor of Xxxxxxx X. Xxxxxxxx has been (i) paid in full and terminated or (zii) delivering such other documents as subordinated to the Collateral Agent or any Lender may reasonably request, all in form, content and scope Obligations on terms reasonably satisfactory to the Administrative Agent.; (bg) To the extent certificates in respect of the Certificated Securities or any intercompany notes, if any, pledged pursuant to the Security Agreement and required to be delivered to the Collateral Agent are not delivered to the Collateral Agent or its designee on or prior to the Closing Date (or, in the case of Certificated Securities delivered pursuant to clause (a) of this Section 5.15, on or prior to the date that is later than thirty (30) days after the Closing DateDate (or such later date as agreed to by the Administrative Agent), accompanied by signed and undated stock powers or other appropriate instruments of transfer, after using commercially reasonable efforts, the Credit Loan Parties shall deliver the same evidence to the Collateral Agent as soon as practical thereafter but in any event no later than sixty (60) days following the Closing Date (as such time period may be extended by the Administrative Agent that the Unsecured Subordinated Promissory Note dated May 27, 2011 executed by Commerce Payment Group LLC in its sole discretion); provided further that if such Certificated Securities favor of Xxxxx Xxxxxxxx has been (i) paid in full and terminated or intercompany notes have not been delivered on or prior (ii) subordinated to the date that is sixty (60) days following the Closing Date (as may be extended) after using commercially reasonable efforts, the Credit Parties shall not be in breach of this Section 5.15 so long as the Credit Parties deliver a certificate Obligations on terms reasonably satisfactory to the Administrative Agent; (h) not later than ninety (90) days after the Closing Date, which the Loan Parties shall certify deliver evidence to the Administrative Agent that such Certificated Securities or intercompany notes are the Excluded Merchant Reserve and Settlement Accounts held at HSBC Bank, USA, N.A., as set forth on Schedule 1.1, have been closed; and (i) not held by any third party later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence to the Administrative Agent that the Indebtedness of EVO Merchant Services, LLC pursuant to an Automated Clearing House / Overdraft Protection Arrangement with HSBC Bank USA, National Association, as further described on Schedule 7.1, shall have been paid in full and continue terminated, the HSBC Cash Collateral Pledge Agreement, as further described on Schedule 7.2, shall have been terminated and released, and the HSBC Cash Collateral shall have been released and returned to use commercially reasonable efforts to deliver such Certificated Securities or intercompany notesthe Loan Parties.

Post-Closing. (a) No later than thirty (30) 15 days after the Closing Date (as such time period may be extended by Date, the Borrower shall deliver a schedule to the Administrative Agent in its sole discretion), setting forth the correct address of each real property that was owned by the Borrower or any Guarantor as of the Closing Date. (i) The Borrower and each Subsidiary Guarantor shall grant a security interest in the Equity Interests of each direct Subsidiary of such Person by (x) delivering agrees to deliver to the Collateral Agent a duly as soon as practicable but in no event later than 45 days after the Closing Date, replacement stock certificates evidencing Equity Interests in each entity referred to in paragraph 1 of Schedule 11, together with stock powers executed supplement in blank or other appropriate instruments of pledge relating thereto. (ii) The Borrower agrees to deliver to the Security Agreement Collateral Agent as soon as practicable but in no event later than 60 days after the Closing Date, stock certificates evidencing Equity Interests in each entity referred to in paragraph 2 of Schedule 11, together with stock powers executed in blank or other appropriate instruments of pledge relating thereto. (iii) Notwithstanding the foregoing provisions of this clause (b), if despite the Borrower's best efforts, the Borrower fails to deliver any of the foregoing items to the Collateral Agent within the time periods specified above, the Collateral Agent may (but shall not be obligated to) consent to additional time periods for such delivery. (c) If at any time the granting of a pledge or other security interest over the Equity Interests in Cornerstone is not prohibited by Cayman Islands law, Vencor shall ensure that a pledge or such other document as security interest over such Equity Interests is granted to the Collateral Agent and for the benefit of the Lenders shall deem appropriate for and that stock certificates evidencing such purpose, (y) delivering supplements to Schedule 3.14 as are necessary to cause such annexes to be complete and accurate with respect to such additional Equity Interests and (z) delivering such other documents as the Collateral Agent or any Lender may reasonably request, all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) To the extent certificates in respect of the Certificated Securities or any intercompany notes, if any, pledged pursuant to the Security Agreement and required to be are promptly delivered to the Collateral Agent are not delivered to the Collateral Agent or its designee on or prior to the Closing Date (or, in the case of Certificated Securities delivered pursuant to clause (a) of this Section 5.15, on or prior to the date that is thirty (30) days after the Closing Date), accompanied by together with signed and undated stock powers or other appropriate instruments of transfertransfer relating thereto. Prior to such time, after using commercially reasonable effortsVencor shall ensure that no Lien over such Equity Interests is granted to any Person. (d) (i) Vencor shall (A) ensure that the Liens and title defects listed on the schedule to the Encumbrance Letter are paid, discharged or removed in accordance with the provisions of, and within the time periods (if any) specified in, the Credit Parties shall deliver Encumbrance Letter and (B) comply with the same to other provisions of the Collateral Agent as soon as practical thereafter but in any event no later than sixty (60) days following the Closing Date (as such time period may be extended by the Administrative Agent in its sole discretion); provided further that if such Certificated Securities or intercompany notes have not been delivered on or prior to the date that is sixty (60) days following the Closing Date (as may be extended) after using commercially reasonable efforts, the Credit Parties shall not be in breach of this Section 5.15 so long as the Credit Parties deliver a certificate to the Administrative Agent, which shall certify that such Certificated Securities or intercompany notes are not held by any third party and continue to use commercially reasonable efforts to deliver such Certificated Securities or intercompany notesEncumbrance Letter.

Post-Closing. (a) No not later than five (5) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed in blank, undated stock powers attached thereto; (b) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments that evidence intercompany debt pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed customary allonges attached thereto; (c) not later than thirty (30) days after the Closing Date (or such later date as such time period may be extended agreed to by the Administrative Agent in its sole discretionAgent), each the Loan Parties shall deliver all notes or other instruments not delivered pursuant to clause (b) above as required pursuant to the Security Agreement, together with duly executed customary allonges attached thereto; (d) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver an estoppel letter, consent and waiver from the landlord of that real property located at 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000, in the form previously agreed to between the Administrative Agent, the Borrower and each Subsidiary Guarantor the landlord; (e) not later than sixty (60) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall grant a security interest in the Equity Interests of each direct Subsidiary of such Person by (xi) delivering deliver to the Collateral Administrative Agent a duly fully executed supplement to customary deposit account control agreements in favor of the Security Agreement or such other document as the Collateral Administrative Agent and the Lenders shall deem appropriate for such purpose, (y) delivering supplements to Schedule 3.14 as are necessary to cause such annexes to be complete and accurate with respect to each deposit account held at a depositary bank other than SunTrust Bank which is required pursuant to the terms of the Loan Documents to be subject to such additional Equity Interests deposit account control agreements or (ii) in the case of any such deposit account for which such a control agreement has not been delivered by such date, close such account; (f) not later than the date that the Borrower’s or one of its Subsidiaries’ purchase of the remaining Capital Stock of Power Pay, Inc. is consummated (as permitted by Section 7.4(f)), the Loan Parties shall deliver evidence to the Administrative Agent that the Promissory Note dated October 1, 2005 executed by PowerPay, LLC in favor of Xxxxxxx X. Xxxxxxxx has been (i) paid in full and terminated or (zii) delivering such other documents as subordinated to the Collateral Agent or any Lender may reasonably request, all in form, content and scope Obligations on terms reasonably satisfactory to the Administrative Agent.; (bg) To the extent certificates in respect of the Certificated Securities or any intercompany notes, if any, pledged pursuant to the Security Agreement and required to be delivered to the Collateral Agent are not delivered to the Collateral Agent or its designee on or prior to the Closing Date (or, in the case of Certificated Securities delivered pursuant to clause (a) of this Section 5.15, on or prior to the date that is later than thirty (30) days after the Closing DateDate (or such later date as agreed to by the Administrative Agent), accompanied by signed and undated stock powers or other appropriate instruments of transfer, after using commercially reasonable efforts, the Credit Loan Parties shall deliver the same evidence to the Collateral Agent as soon as practical thereafter but in any event no later than sixty (60) days following the Closing Date (as such time period may be extended by the Administrative Agent that the Unsecured Subordinated Promissory Note dated May 27, 2011 executed by Commerce Payment Group LLC in its sole discretion); provided further that if such Certificated Securities favor of Xxxxx Xxxxxxxx has been (i) paid in full and terminated or intercompany notes have not been delivered on or prior (ii) subordinated to the date that is sixty (60) days following the Closing Date (as may be extended) after using commercially reasonable efforts, the Credit Parties shall not be in breach of this Section 5.15 so long as the Credit Parties deliver a certificate Obligations on terms reasonably satisfactory to the Administrative Agent; (h) not later than ninety (90) days after the Closing Date, which the Loan Parties shall certify deliver evidence to the Administrative Agent that such Certificated Securities or intercompany notes are the Excluded Merchant Reserve and Settlement Accounts held at HSBC Bank, USA, N.A., as set forth on Schedule I.1 have been closed; and (i) not held by any third party later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence to the Administrative Agent that the Indebtedness of EVO Merchant Services, LLC pursuant to an Automated Clearing House / Overdraft Protection Arrangement with HSBC Bank USA, National Association, as further described on Schedule 7.1, shall have been paid in full and continue terminated, the HSBC Cash Collateral Pledge Agreement, as further described on Schedule 7.2, shall have been terminated and released, and the HSBC Cash Collateral shall have been released and returned to use commercially reasonable efforts to deliver such Certificated Securities or intercompany notesthe Loan Parties.

Post-Closing. (a) No later than thirty (30) days after To the Closing Date (as such time period may be extended by the Administrative Agent in its sole discretion), each extent a grant of the Borrower and each Subsidiary Guarantor shall grant a security interest in any Term Priority Collateral (other than Term Priority Collateral that is a Real Estate Asset) or any ABL Priority Collateral was not validly granted and/or perfected on the Equity Interests of each direct Subsidiary of Restatement Effective Date, such Person by security interest shall be validly granted and perfected no later 30 days following the Restatement Effective Date (x) delivering to the Collateral Agent a duly executed supplement to the Security Agreement or such other document later date as the Collateral Administrative Agent and the Lenders shall deem appropriate for such purpose, (y) delivering supplements to Schedule 3.14 as are necessary to cause such annexes to be complete and accurate with respect to such additional Equity Interests and (z) delivering such other documents as the Collateral Agent or any Lender may reasonably request, all in form, content and scope reasonably satisfactory to the Administrative Agentagree). (b) To Within 90 days following the extent certificates in respect of Restatement Effective Date (or such later date as the Certificated Securities or any intercompany notesAdministrative Agent may agree), if any, pledged pursuant to the Security Agreement and required to be delivered Borrower shall deliver to the Collateral Agent are not delivered all Real Estate Asset Deliverables (other than those listed in clause (vi) of such definition) with respect to any Term Priority Collateral that is a Real Estate Asset (other than any Existing Mortgaged Property). (c) Within 90 days following the Restatement Effective Date (or such later date as the Administrative Agent may agree), the Borrower shall deliver to the Collateral Agent or its designee the following: (i) with respect to each Mortgage encumbering a Real Estate Asset on or prior the Restatement Effective Date (each an “Existing Mortgaged Property”, an amendment to the Closing Date existing Mortgage (orthe “Mortgage Amendment”) duly executed and acknowledged by the applicable Credit Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in the each case of Certificated Securities delivered pursuant to clause (a) of this Section 5.15, on or prior in form and substance reasonably satisfactory to the Collateral Agent; (ii) with respect to each Title Policy covering the Mortgage for any Existing Mortgaged Property, a date that is thirty (30) days after down endorsement to the Closing Date)such Title Policy, accompanied by signed which shall be in form and undated stock powers or other appropriate instruments of transfer, after using commercially reasonable efforts, the Credit Parties shall deliver the same substance reasonably satisfactory to the Collateral Agent and reasonably assures the Collateral Agent as soon of the date of such endorsement that the Mortgage, as practical thereafter but amended by the Mortgage Amendment, is a valid and enforceable second priority lien on such Existing Mortgaged Property, in any event no later than sixty favor of the Collateral Agent for the benefit of the Secured Parties and is free and clear of all defects and encumbrances except those Liens permitted under such Mortgage; (60iii) days following with respect to each Mortgage encumbering an Existing Mortgaged Property, a legal opinion, addressed to the Closing Date (as such time period may be extended by Collateral Agent, the Administrative Agent and the Secured Parties covering, among other things, the due authorization, execution, delivery and enforceability of the applicable Mortgage, as amended by the Mortgage Amendment, and shall otherwise be in its sole discretion); provided further that if such Certificated Securities or intercompany notes have not been delivered on or prior form and substance reasonably satisfactory to the date that is sixty Collateral Agent; and (60iv) days following such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Closing Date (as may be extended) after using commercially reasonable effortstitle insurance company to issue the endorsements contemplated above and evidence of payment by the Borrower of all search and examination charges escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the Credit Parties shall not be in breach recording of this Section 5.15 so long as the Credit Parties deliver a certificate Mortgage Amendments referred to the Administrative Agent, which shall certify that such Certificated Securities or intercompany notes are not held by any third party and continue to use commercially reasonable efforts to deliver such Certificated Securities or intercompany notesabove.

Post-Closing. (a) No later than thirty (30) days Immediately after the Closing Effective Time on the Effective Date, (i) the Initial Subsidiary Guarantors will execute and deliver to the Trustee and the Collateral Agent the Effective Date Supplemental Indenture, (as such time period may be extended by ii) the Administrative Agent in its sole discretion), each of Company and the Borrower Initial Subsidiary Guarantors that are Domestic Subsidiaries will execute and each Subsidiary Guarantor shall grant a security interest in the Equity Interests of each direct Subsidiary of such Person by (x) delivering deliver to the Collateral Agent the Security Agreement, (iii) the Initial Subsidiary Guarantors that are English Guarantors will execute and deliver to the Collateral Agent the English Debenture, (iv) the English Share Pledge will be executed and delivered to the Collateral Agent, (v) the Company and each Initial Subsidiary Guarantor shall execute and deliver counterparts of the Intercreditor Agreement and a perfection certificate, each dated as of the Effective Date, (vi) copies of proper financing statements, filed or duly executed supplement prepared for filing under the Uniform Commercial Code in all United States jurisdictions necessary to perfect and protect the Liens created under the Security Agreement or such other document as on assets of the Company and each Initial Subsidiary Guarantor that is a Domestic Subsidiary, covering the Collateral Agent and the Lenders shall deem appropriate for such purpose, (y) delivering supplements to Schedule 3.14 as are necessary to cause such annexes to be complete and accurate with respect to such additional Equity Interests and (z) delivering such other documents as the Collateral Agent or any Lender may reasonably request, all described in form, content and scope reasonably satisfactory to the Administrative Agent. (b) To the extent certificates in respect of the Certificated Securities or any intercompany notes, if any, pledged pursuant to the Security Agreement and required to shall be delivered to the Collateral Agent are not delivered and (vii) all other filings and other similar actions required in connection with the perfection of security interests in the Collateral as and to the extent contemplated by this Indenture or the Collateral Documents (in each case, subject to any grace periods specified therein) shall be completed. (b) Within ninety (90) days after the Effective Date, the Company shall deliver to the Collateral Agent or its designee on or prior customary insurance certificates and endorsements in form reasonably satisfactory to the Closing Date Collateral Agent, naming the Collateral Agent, on behalf of the Notes Secured Parties, as the Company’s mortgagee and/or loss payee, as applicable, on property and casualty insurance policies and as an additional insured on all general liability insurance policies maintained by the Company or any of its direct or indirect Subsidiaries. (or, in c) To the case of Certificated Securities extent not previously delivered pursuant to clause (a) of this Section 5.15the Senior Credit Facility Agent, on or prior to the date that is thirty ninety (30) days after the Closing Date), accompanied by signed and undated stock powers or other appropriate instruments of transfer, after using commercially reasonable efforts, the Credit Parties shall deliver the same to the Collateral Agent as soon as practical thereafter but in any event no later than sixty (6090) days following the Closing Effective Date (or such later date as such time period the Senior Credit Facility Agent may be extended by the Administrative Agent agree in its sole discretion); provided further that if such Certificated Securities , the Company shall deliver, or intercompany notes have not been delivered on or prior cause to be delivered, to the date that is sixty (60) days following the Closing Date Senior Credit Facility Agent, all Pledged Collateral (as may defined in the Security Agreement) required to be extended) after using commercially reasonable effortspledged as Collateral duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), the Credit Parties shall not be or accompanied by share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in breach of this Section 5.15 so long as the Credit Parties deliver a certificate to the Administrative Agent, which shall certify that such Certificated Securities or intercompany notes are not held by any third party and continue to use commercially reasonable efforts to deliver such Certificated Securities or intercompany notesblank.

Post-Closing. (a) No later than thirty (30) days after To the Closing Date (as such time period may be extended by the Administrative Agent in its sole discretion), each extent a grant of the Borrower and each Subsidiary Guarantor shall grant a security interest in any Term Priority Collateral (other than Term Priority Collateral that is a Real Estate Asset) or any ABL Priority Collateral was not validly granted and/or perfected on the Equity Interests of each direct Subsidiary of Restatement Effective Date, such Person by security interest shall be validly granted and perfected no later 30 days following the Restatement Effective Date (x) delivering to the Collateral Agent a duly executed supplement to the Security Agreement or such other document later date as the Collateral Administrative Agent and the Lenders shall deem appropriate for such purpose, (y) delivering supplements to Schedule 3.14 as are necessary to cause such annexes to be complete and accurate with respect to such additional Equity Interests and (z) delivering such other documents as the Collateral Agent or any Lender may reasonably request, all in form, content and scope reasonably satisfactory to the Administrative Agentagree). (b) To Within 90 days following the extent certificates in respect of Restatement Effective Date (or such later date as the Certificated Securities or any intercompany notesAdministrative Agent may agree), if any, pledged pursuant to the Security Agreement and required to be delivered Borrower shall deliver to the Collateral Agent are not delivered all Real Estate Asset Deliverables (other than those listed in clause (vi) of such definition) with respect to any Term Priority Collateral that is a Real Estate Asset (other than any Existing Mortgaged Property). (c) Within 90 days following the Restatement Effective Date (or such later date as the Administrative Agent may agree), the Borrower shall deliver to the Collateral Agent or its designee the following: (i) with respect to each Mortgage encumbering a Real Estate Asset on or prior the Restatement Effective Date (each an “Existing Mortgaged Property”, an amendment to the Closing Date existing Mortgage (orthe “Mortgage Amendment”) duly executed and acknowledged by the applicable Credit Party, and in form for recording in the recording office where such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in the each case of Certificated Securities delivered pursuant to clause (a) of this Section 5.15, on or prior in form and substance reasonably satisfactory to the Collateral Agent; (ii) with respect to each Title Policy covering the Mortgage for any Existing Mortgaged Property, a date that is thirty (30) days after down endorsement to the Closing Date)such Title Policy, accompanied by signed which shall be in form and undated stock powers or other appropriate instruments of transfer, after using commercially reasonable efforts, the Credit Parties shall deliver the same substance reasonably satisfactory to the Collateral Agent and reasonably assures the Collateral Agent as soon of the date of such endorsement that the Mortgage, as practical thereafter but amended by the Mortgage Amendment, is a valid and enforceable first priority lien on such Existing Mortgaged Property, in any event no later than sixty favor of the Collateral Agent for the benefit of the Secured Parties and is free and clear of all defects and encumbrances except those Liens permitted under such Mortgage; (60iii) days following with respect to each Mortgage encumbering an Existing Mortgaged Property, a legal opinion, addressed to the Closing Date (as such time period may be extended by Collateral Agent, the Administrative Agent and the Secured Parties covering, among other things, the due authorization, execution, delivery and enforceability of the applicable Mortgage, as amended by the Mortgage Amendment, and shall otherwise be in its sole discretion); provided further that if such Certificated Securities or intercompany notes have not been delivered on or prior form and substance reasonably satisfactory to the date that is sixty Collateral Agent; and (60iv) days following such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Closing Date (as may be extended) after using commercially reasonable effortstitle insurance company to issue the endorsements contemplated above and evidence of payment by the Borrower of all search and examination charges escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the Credit Parties shall not be in breach recording of this Section 5.15 so long as the Credit Parties deliver a certificate Mortgage Amendments referred to the Administrative Agent, which shall certify that such Certificated Securities or intercompany notes are not held by any third party and continue to use commercially reasonable efforts to deliver such Certificated Securities or intercompany notesabove.

Post-Closing. (a) No The Borrower shall deliver to the Administrative Agent, no later than thirty fifteen (3015) Business Days after the Closing Date (or such later date as may be approved in the sole discretion of the Administrative Agent), evidence satisfactory to the Administrative Agent that the Borrower has entered into (and thereafter shall maintain in effect) Hedge Transactions with Approved Counterparties in respect of commodity prices for crude oil and natural gas such that the notional aggregate volumes of crude oil and natural gas covered by all Hedge Transactions of the Borrower, shall equal or exceed (a) for the period of twenty-four (24) consecutive full calendar months immediately following the Closing Date, seventy-five percent (75%) of the reasonably projected aggregate monthly production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report, and (b) for the period of twelve (12) consecutive full calendar months immediately following the period described in the foregoing clause (a) of this Section 4.03, fifty percent (50%) of the reasonably projected aggregate monthly production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report; provided however, notwithstanding anything to the contrary in this Agreement, the Borrower shall not enter into any collar transaction that has a floor less than eighty-five percent (85%) of the Strip Price as of the date the Borrower enters into such transaction. (b) Within ninety (90) days after the Closing Date (or such later date as such time period may be extended by approved in the sole discretion of the Administrative Agent in its sole discretionAgent), each of the Borrower and shall or shall have caused the applicable Loan Party to, transition the Accounts listed on Schedule 4.03 (each Subsidiary Guarantor shall grant an “Existing Account”) from Bank of Montreal to a security interest Lender, in the Equity Interests of each direct Subsidiary of such Person by (x) delivering to the Collateral Agent a duly executed supplement to the Security Agreement or such other document as the Collateral Agent and the Lenders shall deem appropriate for such purpose, (y) delivering supplements to Schedule 3.14 as are necessary to cause such annexes to be complete and accurate with respect to such additional Equity Interests and (z) delivering such other documents as the Collateral Agent or any Lender may reasonably request, all in form, content and scope manner reasonably satisfactory to the Administrative Agent. (bc) To the extent certificates in respect of the Certificated Securities or any intercompany notes, if any, pledged pursuant to the Security Agreement and required to be delivered to the Collateral Agent are not delivered to the Collateral Agent or its designee on or prior to the Closing Date (or, in the case of Certificated Securities delivered pursuant to clause (a) of this Section 5.15, on or prior to the date that is thirty (30) days after the Closing Date), accompanied by signed and undated stock powers or other appropriate instruments of transfer, after using commercially reasonable efforts, the Credit Parties shall deliver the same to the Collateral Agent as soon as practical thereafter but in any event no Not later than sixty the earlier of (60i) days following the Closing Date (as such time period may be extended by the Administrative Agent in its sole discretion); provided further that if such Certificated Securities or intercompany notes have not been delivered on or prior to the date that is sixty (60) days following after the Closing Date (or such later date as may be extendedapproved in the sole discretion of the Administrative Agent) after using commercially reasonable effortsor (ii) the first date that any Deposit Account, Securities Account or Commodities Account established to replace an Existing Account has a fair market value in excess of $1,000, the Credit Parties Borrower shall, and shall not be cause each applicable Loan Party to, have executed and delivered in breach of this Section 5.15 so long as the Credit Parties deliver a certificate form and substance reasonably satisfactory to the Administrative Agent, a Control Agreement for such Deposit Account, Securities Account or Commodities Account; provided further, unless otherwise consented to by the Administrative Agent (in its sole discretion), no Loan Party shall have a Deposit Account, Securities Account or Commodity Account located with a financial institution that is not a Lender (other than, in the case of a financial institution that is or was a Lender but that has subsequently ceased to be a Lender, such financial institution, but subject to the provisions of Section 6.18(b)). (d) Not later than the date that is sixty (60) days after the Closing Date (or such later date as may be approved in the sole discretion of the Administrative Agent), title information consistent with usual and customary standards for the geographic regions in which the Engineered Oil and Gas Properties are located, taking into account the size, scope and number of leases and wxxxx of the Borrower and the other Loan Parties; provided that after giving effect to its receipt of the title information to be provided pursuant to this clause (b)(v), the Administrative Agent shall certify that be reasonably satisfied with the title information covering Engineered Oil and Gas Properties comprising at least eighty-five percent (85%) of the total PV9 Value of the Proved Reserves, attributable to the Engineered Oil and Gas Properties included in the Initial Engineering Report (without taking into account any adjustments for hedging, together with such Certificated Securities or intercompany notes are not held by any third party other assignments, conveyances, amendments, agreements and continue to use commercially reasonable efforts to deliver such Certificated Securities or intercompany notesother writings each duly authorized and executed).

Post-Closing. (a) No later than thirty (30) Each Credit Party shall deliver to the US Administrative Agent each of the items set forth on Schedule 5.6 attached hereto with respect to each of STS Holdings Inc., a Nevada corporation, NCS 107 International LLC, a Texas limited liability company, NCS International 2, LLC, a Texas limited liability company within 30 days after the Closing Amendment No. 1 Effective Date (as or such later date acceptable to the US Administrative Agent in its sole discretion) instead of within the time period may be extended by requirements set forth in Schedule 5.6. (b) Within 10 Business Days after the Amendment No. 1 Effective Date (or such later date acceptable to the US Administrative Agent in its sole discretion), each the Credit Parties shall deliver, or cause to be delivered, to the US Administrative Agent the original stock certificates evidencing all of the Borrower and each Subsidiary Guarantor shall grant a security interest in the Equity Interests of each direct Subsidiary STS Holdings Inc. in the name of the holder of such Person by Equity Interests together with stock powers executed in blank (x) delivering in form previously delivered to the Collateral US Administrative Agent a duly executed supplement to for the Security Agreement or such other document as stock certificates held in the Collateral Agent and name of the Lenders shall deem appropriate for such purpose, (y) delivering supplements to Schedule 3.14 as are necessary to cause such annexes to be complete and accurate with respect predecessor-in-interest to such additional Equity Interests and (z) delivering such other documents as the Collateral Agent or any Lender may reasonably request, all in form, content and scope reasonably satisfactory to the Administrative Agentholder. (bc) To the extent certificates in respect of the Certificated Securities or any intercompany notes, if any, pledged pursuant to the Security Agreement and required to be delivered to the Collateral Agent are not delivered to the Collateral Agent or its designee on or prior to the Closing Date (or, in the case of Certificated Securities delivered pursuant to clause (a) of this Section 5.15, on or prior to the date that is thirty (30) Within 45 days after the Closing Date), accompanied by signed and undated stock powers Amendment No. 1 Effective Date (or other appropriate instruments of transfer, after using commercially reasonable efforts, the Credit Parties shall deliver the same such later date acceptable to the Collateral Agent as soon as practical thereafter but in any event no later than sixty (60) days following the Closing Date (as such time period may be extended by the US Administrative Agent in its sole discretion); provided further that if such Certificated Securities or intercompany notes have not been delivered on or prior to the date that is sixty (60) days following the Closing Date (as may be extended) after using commercially reasonable efforts, the Credit Parties shall not be in breach of this Section 5.15 so long as the Credit Parties deliver a certificate to the Administrative Agent, which shall certify that such Certificated Securities or intercompany notes are not held by any third party and continue to use have used commercially reasonable efforts to seek and deliver a lien waiver or subordination agreement in form and substance reasonably satisfactory to the US Administrative Agent for each leased premises on which any equipment or Inventory of any Credit Party is located (other such Certificated Securities premises covered under Section 6.14(a)(iv) or intercompany notes(vi)). (d) Within 5 Business Days after the Amendment No. 1 Effective Date (or such later date acceptable to the US Administrative Agent in its sole discretion), the Credit Parties shall deliver, or cause to be delivered, to the US Administrative Agent the original promissory note dated as of December 16, 2019 made by Aero Lift Machine LLC, a Texas limited liability company in favor of one or more of the Credit Parties together with an allonge or other endorsement (in form and substance reasonably satisfactory to the US Administrative Agent) for such promissory note executed by the holder(s) of such promissory note in favor of the US Administrative Agent.

Post-Closing. (a) No later than thirty The Parent shall deliver (30) or cause to be delivered), within 30 days after of the Closing Date (or such later date as such time period may be extended by acceptable to the Administrative Agent in its sole discretion), each a landlord’s consent, estoppel or waiver letter, as applicable, in form and substance reasonably satisfactory to the Collateral Agent, regarding the collateral interests of the Borrower and each Subsidiary Guarantor shall grant a security interest Collateral Agent in the Equity Interests Collateral located at each leased Material Real Property location. (b) The Parent shall maintain (or cause to be maintained), within 60 days of each direct Subsidiary the Closing Date (or such later date as may be acceptable to the Administrative Agent in its discretion), all primary Deposit Accounts of such Person by (x) delivering any Credit Party with Regions Bank and, in connection therewith, deliver a Deposit Account Control Agreement, in form and substance reasonably acceptable to the Collateral Agent a duly executed supplement to for each Deposit Account maintained with Regions Bank, documenting the Security Agreement or such other document as First Priority security interest in favor of the Collateral Agent and for the Lenders benefit of the holders of the Obligations. (c) The Parent shall deem appropriate for such purpose, deliver (y) delivering supplements to Schedule 3.14 as are necessary to or cause such annexes to be complete delivered), within 30 days of the Closing Date (or such later date as may be acceptable to the Administrative Agent in its discretion), an opinion of counsel to LiveAreaLabs, Inc., a Washington corporation, in scope, form and accurate with respect to such additional Equity Interests and (z) delivering such other documents as the Collateral Agent or any Lender may reasonably request, all in form, content and scope substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders, and including, among other things, due authorization, execution and delivery of the Credit Documents. (bd) To the extent certificates in respect of the Certificated Securities The Parent shall deliver (or any intercompany notes, if any, pledged pursuant to the Security Agreement and required cause to be delivered to the Collateral Agent are not delivered to the Collateral Agent or its designee on or prior to delivered), with 90 days of the Closing Date (or, in the case of Certificated Securities delivered pursuant to clause (a) of this Section 5.15, on or prior to the such later date that is thirty (30) days after the Closing Date), accompanied by signed and undated stock powers or other appropriate instruments of transfer, after using commercially reasonable efforts, the Credit Parties shall deliver the same to the Collateral Agent as soon as practical thereafter but in any event no later than sixty (60) days following the Closing Date (as such time period may be extended by acceptable to the Administrative Agent in its sole discretion); provided further that if , share certificates, as available and appropriate, evidencing sixty-five percent (65%) of Equity Interests in each of its First-Tier Foreign Subsidiaries required to be pledged under Section 7.11(a), together with such Certificated Securities or intercompany notes have not been delivered on or prior to the date that is sixty (60) days following the Closing Date (filings and deliveries as may be extended) after using commercially reasonable efforts, the Credit Parties shall not be in breach of this Section 5.15 so long as the Credit Parties deliver a certificate to the Administrative Agent, which shall certify that such Certificated Securities or intercompany notes are not held by any third party and continue to use commercially reasonable efforts to deliver such Certificated Securities or intercompany notesrequired thereunder.

Post-Closing. (a) No not later than five (5) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all certificates evidencing any certificated Capital Stock pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed in blank, undated stock powers attached thereto; (b) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments that evidence intercompany debt pledged to the Administrative Agent pursuant to, and as identified in, the Security Agreement, together with duly executed customary allonges attached thereto; (c) not later than thirty (30) days after the Closing Date (or such later date as such time period may be extended agreed to by the Administrative Agent in its sole discretionAgent), each of the Borrower and each Subsidiary Guarantor Loan Parties shall grant a security interest in the Equity Interests of each direct Subsidiary of such Person by (x) delivering to the Collateral Agent a duly executed supplement to the Security Agreement deliver all notes or such other document as the Collateral Agent and the Lenders shall deem appropriate for such purpose, (y) delivering supplements to Schedule 3.14 as are necessary to cause such annexes to be complete and accurate with respect to such additional Equity Interests and (z) delivering such other documents as the Collateral Agent or any Lender may reasonably request, all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) To the extent certificates in respect of the Certificated Securities or any intercompany notes, if any, pledged pursuant to the Security Agreement and required to be delivered to the Collateral Agent are instruments not delivered to the Collateral Agent or its designee on or prior to the Closing Date (or, in the case of Certificated Securities delivered pursuant to clause (ab) of this Section 5.15, on or prior above as required pursuant to the date that is thirty Security Agreement, together with duly executed customary allonges attached thereto; (30d) days not later than ten (10) Business Days after the Closing DateDate (or such later date as agreed to by the Administrative Agent), accompanied by signed and undated stock powers or other appropriate instruments of transfer, after using commercially reasonable efforts, the Credit Loan Parties shall deliver an estoppel letter, consent and waiver from the same landlord of that real property located at 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000, in the form previously agreed to between the Collateral Agent as soon as practical thereafter but in any event no Administrative Agent, the Borrower and the landlord; (e) not later than sixty (60) days following after the Closing Date (or such later date as such time period may be extended agreed to by the Administrative Agent), the Loan Parties shall (i) deliver to the Administrative Agent fully executed customary deposit account control agreements in its sole discretion); provided further that if favor of the Administrative Agent with respect to each deposit account held at a depositary bank other than SunTrust Bank which is required pursuant to the terms of the Loan Documents to be subject to such Certificated Securities deposit account control agreements or intercompany notes have (ii) in the case of any such deposit account for which such a control agreement has not been delivered on or prior to the date that is sixty (60) days following the Closing Date (as may be extended) after using commercially reasonable effortsby such date, the Credit Parties shall not be in breach of this Section 5.15 so long as the Credit Parties deliver a certificate to the Administrative Agent, which shall certify that close such Certificated Securities or intercompany notes are not held by any third party and continue to use commercially reasonable efforts to deliver such Certificated Securities or intercompany notes.account;