Common use of Real Estate Mortgages and Filings Clause in Contracts

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (subject to no liens other than Permitted Liens) against the properties purported to be covered thereby; (2) mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsements, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereon; (3) with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been delivered.

Real Estate Mortgages and Filings. With respect to any real property other than fee interest in any land and the Disposal Well Assets and Excluded Collateral related improvements (including fixtures) thereon (individually and collectively, the “Premises”) (i) owned by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary of the Company on the Issue Exchange Offer Completion Date with and that has a Fair Market Value in excess on such date of greater than $500,000 and with respect to any such property to be 1.0 million or (ii) acquired by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary of the Company after the Issue Exchange Offer Completion Date with for a purchase price of greater than $1.0 million, within ninety (90) days of the Exchange Offer Completion Date in excess the case of $500,000 clause (i) above and within 90 ninety (90) days of the acquisition thereof), thereof in the Ultimate Parent case of clause (ii) above: (1) the Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) fully Agent, as mortgagee, fully-executed counterparts of Mortgagesmortgages, each dated as of the Original Issue Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Restricted Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Company shall deliver to the Collateral Agent, mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgagemortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsements, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereonLiens; (3) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit and/or indemnity from any New Parent, the Parent, the Company and or the Guarantorsapplicable Restricted Subsidiary, as the case may be, stating that to its knowledge there has been no change in the facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or such Restricted Subsidiary, as applicable, of such Premises for the Company or such Restricted Subsidiary’s business as so conducted, or intended to be conducted, at such Premises at the time of delivery thereof and in each case, in form sufficient for the title insurance company insurer issuing the title policy to remove all the standard survey exceptions exception from such policy and issue the endorsements;a survey endorsement to such policy; and (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory the Company shall cause to be delivered to the Collateral Agent Agent, an Opinion of Counsel that such mortgage and covering typical matters concerning collateralany other documents required to be delivered have been duly authorized, including without limitationexecuted and delivered by the Company or such Restricted Subsidiary, the enforceability as applicable, and constitute legal, valid, binding and enforceable obligations of the relevant Mortgages; and (5) an Officers’ Certificate Company or such Restricted Subsidiary, as applicable, and such other opinions regarding the perfection of such Liens created by such 90th day certifying that all items mortgage in this Section 4.24 have been deliveredsuch Premises as the Collateral Agent shall reasonably request.

Real Estate Mortgages and Filings. With respect to any real property other than fee interest in any land and the Disposal Well Assets and Excluded Collateral related improvements (including fixtures) thereon (individually and collectively, the “Premises”) (i) owned by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary of the Company on the Issue Exchange Offer Completion Date with and that has a Fair Market Value in excess on such date of greater than $500,000 and with respect to any such property to be 1.0 million or (ii) acquired by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary of the Company after the Issue Exchange Offer Completion Date with for a purchase price of greater than $1.0 million, within ninety (90) days of the Exchange Offer Completion Date in excess the case of $500,000 clause (i) above and within 90 ninety (90) days of the acquisition thereof), thereof in the Ultimate Parent case of clause (ii) above: (1) the Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) fully Agent, as mortgagee, fully-executed counterparts of Mortgagesmortgages, each dated as of the Exchange Offer Completion Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Restricted Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Company shall deliver to the Collateral Agent, mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgagemortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsements, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereonLiens; (3) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit and/or indemnity from any New Parent, the Parent, the Company and or the Guarantorsapplicable Restricted Subsidiary, as the case may be, stating that to its knowledge there has been no change in the facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or such Restricted Subsidiary, as applicable, of such Premises for the Company or such Restricted Subsidiary’s business as so conducted, or intended to be conducted, at such Premises at the time of delivery thereof and in each case, in form sufficient for the title insurance company insurer issuing the title policy to remove all the standard survey exceptions exception from such policy and issue the endorsements;a survey endorsement to such policy; and (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory the Company shall cause to be delivered to the Collateral Agent Agent, an Opinion of Counsel that such mortgage and covering typical matters concerning collateralany other documents required to be delivered have been duly authorized, including without limitationexecuted and delivered by the Company or such Restricted Subsidiary, the enforceability as applicable, and constitute legal, valid, binding and enforceable obligations of the relevant Mortgages; and (5) an Officers’ Certificate Company or such Restricted Subsidiary, as applicable, and such other opinions regarding the perfection of such Liens created by such 90th day certifying that all items mortgage in this Section 4.24 have been deliveredsuch Premises as the Collateral Agent shall reasonably request.

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any such New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), such New Parent or the Ultimate Parent Company, whichever entity is then the ultimate parent company, shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) fully executed counterparts of Mortgages, duly executed by any such New Parent, the Parent, the Company or the applicable Domestic Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien Lien, (subject to no liens other than Permitted Liens) against the properties purported to be covered thereby; (2) mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsements, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereon; (3) with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any such New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateralcollateral matters, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been delivered.

Real Estate Mortgages and Filings. With respect to any real property property, other than the Disposal Well Assets and Excluded Collateral a leasehold (individually and collectively, the “"Premises”"), (i) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 or (within 90 days ii) as of the acquisition thereof)Issue Date, with a Fair Market Value, of greater than $500,000: (a) the Ultimate Parent Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) fully Agent, as mortgagee, fully-executed counterparts of Mortgages, each dated as of the date of acquisition of such property, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary or, in the reasonable opinion of the Collateral Agent desirable, to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2b) the Collateral Agent shall have received mortgagee’s 's title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal amounts and in form and substance and issued by insurers reasonably acceptable to 100% of the Fair Market Value of Collateral Agent, with respect to the Premises property purported to be covered by the related such Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liensliens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, a revolving credit endorsement and such other endorsements as the Collateral Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3c) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premisesfilings, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating thatsurveys, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel opinions and special regulatory counsel in each state where a Premises is located in form fixture filings, along with such other documents, instruments, certificates and substance reasonably satisfactory to agreements as the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredits counsel shall reasonably request.

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) fee interest in any Premises owned by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or acquired by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary Guarantor after the Issue Date with that forms a purchase price in excess part of $500,000 (the Collateral, within 90 days of the acquisition thereof)Issue Date or the date of acquisition, as applicable (or, in the Ultimate Parent case of any fee interest in any Premise acquired after the Issue Date, such later date as the Term Loan Collateral Agent may have agreed to under the Term Loan Credit Agreement) (in each case solely to the extent, and substantially in the form, delivered to the Term Loan Collateral Agent, but no greater scope): (a) the Issuer or such Guarantor shall deliver to the Collateral Agent (subject to Agent, as mortgagee or beneficiary, as applicable, for the terms ratable benefit of itself, the Intercreditor Agreement): (1) Trustee and the Holders, fully executed counterparts of Mortgagesmortgages, deeds of trust, security deeds or deeds to secure debt (each, a “Mortgage”) in accordance with the requirements of this Indenture and/or the Security Documents, duly executed and acknowledged by any New Parentthe Issuer or such Guarantor, and otherwise in form for recording in the Parent, the Company or the recording office of each applicable Domestic Subsidiarypolitical subdivision where each Premises is situated, together with such certificates, affidavits, questionnaires or returns as shall be reasonably required in connection with the recording or filing thereof and evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien (Lien, with the priority required by this Indenture and the Security Documents, subject to no liens other than Permitted Liens) , against the properties Premises purported to be covered thereby; (2b) the Collateral Agent shall have received mortgagee’s title insurance policies (or a binding pro forma title insurance policy or marked-up unconditional binder of title insurance) in favor of the Collateral Agent, as mortgagee for and its successors and/or assigns, in the ratable benefit of the Collateral Agentform necessary, the Trustee and the Holders in an amount equal with respect to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgageapplicable Mortgages, insuring that title to such property is indefeasible and which shall insure that the interests created by the Mortgage Mortgages constitute valid Liens thereon on the applicable Premises, with the priority required by this Indenture and the Security Documents, free and clear of all Liens, defects and encumbrances encumbrances, other than Permitted Liens together with typical endorsementsLiens. All such title policies shall be in amounts equal to the estimated fair market value of the Premises covered thereby, coinsurance and reinsurance such policies shall also include, to the extent available, all such endorsements as shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the Issuer or the applicable Guarantor of all premiums thereonthereon (or that satisfactory arrangements for such payment have been made) and that all charges for mortgage recording taxes, filing and recording fees and all related expenses, if any, have been paid; (3c) with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating thatshall have received a copy of all recorded documents referred to, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parentlisted as exceptions to title in, the Parenttitle policy or policies referred to in clause (b) above and a copy of all other material documents affecting the Premises; (d) if requested by the Term Loan Collateral Agent under the Term Loan Credit Agreement, the Company Collateral Agent shall have received, and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company issuing the policy referred to remove all standard in clause (b) above (the “Title Insurance Company”) shall have received an ALTA survey exceptions and issue or other survey of the endorsements; (4) an opinion from local counsel and special regulatory counsel sites of the Premises in each state where a Premises manner customary for the type of real property subject to such survey, dated as of a date that is located in form and substance reasonably satisfactory to the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Title Insurance Company, or in lieu thereof, existing surveys, together with any affidavits or certificates required by the Title Insurance Company as shall be sufficient to enable the Title Insurance Company to remove any standard survey exceptions from the applicable title insurance policy and covering typical matters concerning collateral, including without limitation, issue customary survey-dependent endorsements to the enforceability of the relevant Mortgagesapplicable title insurance policy; and (5e) an Officers’ Certificate by such 90th day certifying that all items the Issuer or the Guarantors shall deliver to the Collateral Agent customary local counsel opinions and opinions of counsel in this Section 4.24 have been deliveredthe jurisdiction of organization of the owner of the applicable Premises.

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets and Excluded properties to be subject to a mortgage lien (including all applicable after-acquired properties) that form a portion of the First Priority Collateral (individually and collectively, the “Premises”): (1) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent applicable Guarantor shall deliver to the Collateral Agent (subject to Agent, as mortgagee or beneficiary, as applicable, for the terms ratable benefit of itself and the Holders of the Intercreditor Agreement): (1) Notes, fully executed counterparts of Mortgages, each dated not later than 60 days of the date of this Indenture or 90 days of the date of acquisition of such property, as the case may be, in accordance with the requirements of this Indenture and/or the Collateral Documents, duly executed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiaryGuarantor, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected Lien (first priority Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby. Notwithstanding the foregoing, to the extent that a Mortgage is required to be delivered with respect to any real property located in a jurisdiction that imposes mortgage recording taxes, such Mortgage shall not be required to secure Indebtedness in an amount exceeding 100% of the fair market value of such Mortgaged Property; (2) within the applicable period of time specified in clause (1) above, the Collateral Agent shall have received mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for and its successors and/or assigns, in the ratable benefit of form necessary, with respect to the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises property purported to be covered by the related Mortgageapplicable Mortgages, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage Mortgages constitute valid first priority Liens thereon free and clear of all Liens, defects and encumbrances encumbrances, other than Permitted Liens together with typical endorsementsLiens, coinsurance all such title policies to be in amounts equal to 100% of the estimated fair market value of the Premises covered thereby, and reinsurance such policies shall also include, to the extent available, all such endorsements as shall be reasonably required and shall be accompanied by evidence of the payment in full of all premiums thereon;thereon (or that satisfactory arrangements for such payment have been made); and (3) within the applicable period of time specified in clause (1) above, the Company shall, or shall cause the Guarantors to, deliver to the Collateral Agent (x) with respect to each of the covered PremisesPremises owned on the date of this Indenture, such filings, surveys (or any updates or affidavits that the most recent survey title company may reasonably require in connection with the issuance of the title insurance policies) (in each case, to the extent existing on the Issue Date), local counsel opinions, fixture filings, along with such other documents, instruments, certificates and agreements, as the Collateral Agent and its counsel shall reasonably request, and (y) with respect to each of the covered Premises acquired after the date of this Indenture, such filings, surveys (to the extent existing at the time of the acquisition), fixture filings, instruments, certificates, agreements and/or other documents necessary to comply with clauses (1) and (2) above and to perfect the Collateral Agent’s security interest and first priority Lien in such acquired covered Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from such local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to opinions as the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredits counsel shall reasonably request.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value in excess of $500,000 and with respect or, subject to any such property to be Permitted Liens, acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor after the Issue Date with a purchase price in excess of $500,000 Date: (within 90 days of 1) the acquisition thereof), the Ultimate Parent Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee or beneficiary, as applicable, fully executed counterparts of Mortgages, each dated as of the Issue Date or within three Business Days of the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiarySubsidiary Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Collateral Agent shall have received mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee itself and the Holders in an amount equal to 100% of the Fair Market Value of Securities in the Premises amounts and in the form necessary, with respect to the property purported to be covered by the related such Mortgage, insuring to insure that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances encumbrances, other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, such other necessary endorsements and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) the Company shall, or shall cause the Subsidiary Guarantors to, deliver to the Collateral Agent (x) with respect to each of the covered PremisesPremises owned on the Issue Date, such filings, surveys (or any updates or affidavits that the most recent survey title company may reasonably require in connection therewith), local counsel opinions and fixture filings, along with such other documents, instruments, certificates and agreements, as the Collateral Agent and its counsel shall reasonably request, and (y) with respect to each of the covered Premises acquired after the Issue Date, such filings, surveys, instruments, certificates, agreements and/or other documents necessary to comply with clauses (1) and (2) above and to perfect the Collateral Agent’s security interest in such acquired covered Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from such local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to opinions as the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredits counsel shall reasonably request.

Real Estate Mortgages and Filings. With respect to any real property other than Mortgaged Property owned in fee by the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned by Company or any New Parent, the ParentSubsidiary Guarantor, the Company or a Domestic such Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New ParentGuarantor shall use commercially reasonable efforts to, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the later of (x) the Issue Date and (y) the acquisition thereof), the Ultimate Parent shall : (1) deliver to the Collateral Agent (subject to Trustee, as mortgagee, for the terms benefit of the Intercreditor Agreement): (1) Holders of the Notes, fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiarySubsidiary Guarantor, as the case may be, and corresponding UCC fixture filings, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage Mortgages and corresponding UCC fixture filings as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties Premises purported to be covered thereby; (2) deliver to the Collateral Trustee, (i) mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value fair market value of the Premises purported to be covered by the related MortgageMortgages, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available and issued at commercially reasonable rates, customary endorsements and shall be accompanied by evidence of the payment in full (or satisfactory arrangements for the payment in full) of all premiums thereon; thereon and (3ii) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title insurer to issue the title insurance policies and endorsements referenced herein with respect to each of the covered Premises; (3) other than with respect to any Premises owned by the Company or a Subsidiary Guarantor on the Issue Date, deliver to the Collateral Trustee either (i) new ALTA surveys or (ii) the most recent survey existing surveys of such Premises, together with either (iy) an updated survey certification in favor of the Collateral Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (iiz) an affidavit and/or indemnity from any New Parent, the Parent, the Company and or the Guarantorsapplicable Subsidiary Guarantor, as the case may be, stating that that, to its knowledge, there has been no change in the facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or such Subsidiary Guarantor, as applicable, of such Premises for the Company or such Subsidiary Guarantor’s business as so conducted at such Premises and in each case (i) and (ii), in form and substance sufficient for the title insurance company insurer issuing the title policies to remove all the standard survey and survey-related exceptions from such policies and issue the endorsementssurvey, survey-related, and other endorsements required pursuant to clause (2) above to such policy; (4) an opinion from local deliver opinions of counsel to the Collateral Trustee in the jurisdictions where such Premises are located and special regulatory counsel the jurisdiction of the Company or the applicable Subsidiary Guarantor, as the case may be, in each state where case, in form and substance customary in comparable financings, including, but not limited to, opinions stating that such Mortgage (i) has been duly authorized, executed and delivered by the Company or such Subsidiary Guarantor, (ii) constitutes a legal, valid, binding and enforceable obligation of the Company or such Subsidiary Guarantor and (iii) is in proper form for recording in order to create, when recorded in the appropriate recording office, a mortgage Lien on the property and a security interest in that part of the property constituting fixtures, and upon proper recording in the appropriate recording office, the Mortgage will make effective such Lien and security interest intended to be created thereby; (5) deliver to the Collateral Trustee FEMA Standard Flood Hazard Determinations with respect to each of the Premises, notice about special flood hazard area status and flood disaster assistance, and, in the event any such Premises is located in form a special flood hazard area, evidence of flood insurance; (6) such other information, documentation, and substance reasonably satisfactory certifications as may be necessary in order to create valid, perfected and subsisting Liens against the Collateral Agent and covering typical matters concerning collateral, including without limitation, Premises covered by the enforceability of the relevant Mortgages; and (57) deliver to the Collateral Trustee an Officers’ Officer’s Certificate by such 90th day certifying that all items in this Section 4.24 the foregoing requirements have been deliveredsatisfied.

Real Estate Mortgages and Filings. With respect to any real property other than fee interest in any land and the Disposal Well Assets and Excluded Collateral related improvements (including fixtures) thereon (individually and collectively, the “Premises”) (i) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor on the Issue Date with and that has a Fair Market Value in excess on the Issue Date of greater than $500,000 and with respect to any such property to be 1,000,000 or (ii) acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor after the Issue Date with for a purchase price of greater than $1,000,000, within 90 days of the Issue Date in excess the case of $500,000 clause (i) above and within 90 days of the acquisition thereof), thereof in the Ultimate Parent case of clause (ii) above: (1) the Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) fully Agent, as mortgagee, fully-executed counterparts of Mortgages, each dated as of the Issue Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiaryGuarantor, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Company shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsements, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereonLiens; (3) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit and/or indemnity from any New Parent, the Parent, the Company and or the Guarantorsapplicable Guarantor, as the case may be, stating that to its knowledge there has been no change in the facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the Company or such Guarantor’s business as so conducted, or intended to be conducted, at such Premises and in each case, in form sufficient for the title insurance company insurer issuing the title policy to remove all the standard survey exceptions exception from such policy and issue the endorsements;a survey endorsement to such policy; and (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory the Company shall cause to be delivered to the Collateral Agent an Opinion of Counsel that such Mortgage and covering typical matters concerning collateralany other documents required to be delivered have been duly authorized, including without limitationexecuted and delivered by the Company or such Guarantor, the enforceability as applicable, and constitute legal, valid, binding and enforceable obligations of the relevant Mortgages; and (5) an Officers’ Certificate Company or such Guarantor, as applicable, and such other opinions regarding the perfection of such Liens created by such 90th day certifying that all items Mortgage in this Section 4.24 have been deliveredsuch Premises.

Real Estate Mortgages and Filings. (a) With respect to any real property property, other than a leasehold of the Disposal Well Assets and Excluded Collateral Guarantors (individually and collectively, the “Premises”) owned by any New Parent, the Parent), the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent shall deliver to the Collateral Agent (subject to Agent, no later than five Business Days after the terms date of the Intercreditor Agreement): (1) fully this Indenture, as mortgagee, fully-executed counterparts of Mortgagesmortgages, each dated as of the date of acquisition of such property, duly executed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiaryGuarantor, together with evidence of the completion (or satisfactory arrangements agreements for the completion), of all recordings and filings of such Mortgage mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby;. (2b) With respect to any Premises, (i) acquired in accordance with the terms of this Indenture after the date of this Indenture with a purchase price or (ii) as of the date of this Indenture, with a Fair Market Value, of greater than $1.0 million: (i) the Collateral Agent shall have received mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal Holders, with respect to 100% of the Fair Market Value of the Premises property purported to be covered by the related Mortgagesuch mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage mortgage constitute valid Liens thereon free and clear of all Liensliens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, a revolving credit endorsement and such other endorsements as the Collateral Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3ii) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of filings, surveys, local counsel opinions and fixture filings, along with such Premisesother documents, together with either (i) an updated survey certification in favor of the Trustee instruments, certificates and agreements as the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsementsits counsel shall reasonably request; (4c) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory The Company shall deliver, no later than five Business Days after the date of this Indenture or the date of acquisition as applicable, to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying to the effect that all items conditions contained in this Section 4.24 have 5.21 with respect to the acquisition of each such Premises has been deliveredsatisfied and an Opinion of Counsel to the effect that a valid and perfected Lien has been created against such Premises.

Real Estate Mortgages and Filings. (a) With respect to (i) any real property other than the Disposal Well fee owned Material Real Property Assets and Excluded Collateral (individually and collectively, ii) any part of the “Premises”Grand Mesa Pipeline or the Delaware Pipeline that is a Material Real Property Asset of the type described in the preceding clause (i) in each case,(a) owned by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value in excess of $500,000 and Date, such Issuer or Guarantor, as the case may be, with respect thereto shall, within 270 days of the date of the Issue Date or such later date as may be agreed to by the Term Loan Collateral Agent or ABL Collateral Agent, as applicable,(and in any such property to be event within 365 days of the Issue Date or (b) acquired by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary Guarantor after the Issue Date with a purchase price Date, such Issuer or such Guarantor, as the case may be, shall, within 120 days of the acquisition thereof or such later date as may be agreed to by the Term Loan Collateral Agent or ABL Collateral Agent, as applicable (and in excess of $500,000 (any event within 90 365 days of the acquisition thereof), the Ultimate Parent shall deliver to the Real Property Collateral Agent (subject to for the terms ratable benefit of the Intercreditor Agreement):Real Property Collateral Agent, the Holders of Notes-TLB Obligations and the Trustee the following: (1) a fully executed counterparts counterpart of Mortgagesa first-priority mortgage, deed of hypothec, leasehold mortgage, deed of trust, leasehold deed of trust, deed to secure debt or leasehold deed to secure debt in favor of the Real Property Collateral Agent covering such Material Real Property Asset, in accordance with the requirements of this Indenture, duly executed by any New Parent, the Parent, the Company such Issuer or the applicable Domestic Subsidiarysuch Guarantor, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage mortgage, leasehold mortgage, deed of hypothec, deed of trust, leasehold deed of trust, deed to secure debt or leasehold deed to secure debt (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien (first-priority lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) mortgagee’s if such Material Real Property Asset has a Designated Value of $20.0 million or more, a policy or policies or marked-up unconditional binder of title insurance policies (or binding commitments thereof), as applicable, in favor of the Real Property Collateral AgentAgent and its successors and/or assigns, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of not less than the Fair Market Designated Value of such Material Real Property Asset and in the Premises purported to be covered form necessary, paid for by the related Mortgagesuch Issuer or such Guarantor, issued by a nationally recognized title insurance company insuring that fee simple title to each such Material Real Property Asset and insuring the Lien of such mortgage, deed of trust, deed of hypothec or deed to secure debt as a valid first priority Lien (subject to Permitted Liens) on the applicable real property is indefeasible and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liensdescribed therein, defects and encumbrances other than Permitted Liens together with typical such endorsements, title policy modifications, coinsurance and reinsurance and as shall be accompanied by evidence of the payment in full of all premiums thereonreasonably required; (3) if such Material Real Property Asset has a Designated Value of $20.0 million or more, such surveys (or any updates, affidavits or such other information or documents that the title insurance company may reasonably require in connection with respect to each the issuance of the covered Premisestitle insurance policies), the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change which are sufficient for the title insurance company to remove all the standard survey exceptions exception and issue the endorsementscustomary survey-related endorsements or title policy modifications; (4) an opinion from if such Material Real Property Asset has a Designated Value of $20.0 million or more, local counsel opinions (i) as to the due authorization, execution and special regulatory counsel delivery by such Issuer or such Guarantor of such mortgage, leasehold mortgage, deed of trust, leasehold deed of trust, deed of hypothec, deed to secure debt or leasehold deed to secure debt and such other customary matters that are incidental thereto and (ii) in each state jurisdictions where a Premises such Material Real Property Asset is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of each mortgage, leasehold mortgage, deed of trust, leasehold deed of trust, deed of hypothec, deed to secure debt or leasehold deed to secure debt and such other customary matters as are incidental thereto; (5) if such Material Real Property Asset has a Designated Value of $20.0 million or more, with respect to such Material Real Property Asset, evidence from within the relevant Mortgagespast five (5) years that such Material Real Property Asset, and the uses of such Material Real Property Asset, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the permitted uses of each such Material Real Property Asset under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and (6) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required to comply with the required deliverables set forth in paragraphs (2) - (5) above, and evidence of payment by the Issuer or Guarantor, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the mortgages, leasehold mortgages, deeds of trust, leasehold deeds of trust, and deeds to secure debt, leasehold deeds to secure debt and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing. provided that, notwithstanding the foregoing the requirements of paragraphs (2), (3), (5) and (6) of this paragraph will not be required with respect to any such Material Real Property Asset, to the extent the cost of providing such items would exceed 1% of the then Designated Value of such Material Real Property Asset. The Issuers and each Guarantor will not, and each Issuer will not permit any of its Restricted Subsidiaries to, grant any Lien on any Material Real Property Assets to which the foregoing paragraph is applicable with respect to which such Issuer or such Restricted Subsidiary has not satisfied the applicable requirements of paragraph (1) of the preceding paragraph, as security or otherwise, subject to Permitted Liens and customary exceptions for statutory or other similar Liens. Within 270 days of the Issue Date (or such later date as may be agreed by the Term Loan Collateral Agent or the ABL Collateral Agent, as applicable), the Issuers and the Guarantors shall provide the Controlling Collateral Agent reasonably satisfactory evidence of the release or termination of any mortgage, leasehold mortgage, deed of trust, leasehold deed of trust, deed to secure debt, leasehold deed or any other real property security instrument in respect of the 2026 Senior Secured Notes. (b) With respect to any Material Real Property Asset consisting of Leasehold Property, easements or rights of-way, including Material Real Property Assets that are Leasehold Property, easements or rights-of-way constituting part of the Grand Mesa Pipeline or the Delaware Pipeline (in each case other than any fee owned Material Real Property Asset) (such Material Real Property Assets, “Other Specified Property”), (a) held by any Issuer or a Guarantor on the Issue Date or (b) acquired by any Issuer or a Guarantor after the Issue Date, such Issuer or such Guarantor, as the case may be, shall use commercially reasonable efforts (which, for the avoidance of doubt shall not require cash payments or other consideration aside from the payment or reimbursement of reasonable fees and expenses in connection with the preparation and recording of the documentation related to such Other Specified Collateral Deliverables) to deliver, within 270 days of the Issue Date or 120 days of the date of acquisition thereof or such later date as may be agreed to by the Term Loan Collateral Agent or ABL Collateral Agent, as applicable (provided that such deadline may not be extended to a date later than 365 days after the Issue Date or the acquisition date, as applicable), to the Real Property Collateral Agent for the ratable benefit of the Real Property Collateral Agent, the Holders of Notes-TLB Obligations and the Trustee, the following: (1) a fully executed counterpart of a first-priority leasehold mortgage, leasehold deed of trust or leasehold deed to secure debt, duly executed by the Issuer or Guarantor that is the lessee, owner or holder of such Other Specified Property, satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and necessary filings of such leasehold mortgage, leasehold deed of trust or leasehold deed to secure debt (and payment of any taxes or fees in connection therewith), together with any necessary consents, memoranda of lease and fixture filings, as may be necessary to create a valid, perfected first-priority lien, subject to Permitted Liens, against the properties purported to be covered thereby; (2) if such Other Specified Property has a Designated Value of $20.0 million or more and is not an Officers’ Certificate easement or right-of-way, policy or policies or marked-up unconditional binder of title insurance (or binding commitments thereof), as applicable, in favor of the Real Property Collateral Agent and its successors and/or assigns, in an amount not less than the Designated Value of such Other Specified Property and in the form necessary, paid for by the such Issuer or such Guarantor, issued by a nationally recognized title insurance company insuring leasehold title to such Other Specified Property and insuring the Lien of such leasehold mortgage, leasehold deed of trust or leasehold deed to secure debt as a valid first priority Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, title policy modification, coinsurance and reinsurance as shall be reasonably required; (3) if such Other Specified Property has a Designated Value of $20.0 million or more and is not an easement or right-of-way, such surveys (or any updates, affidavits or such other information or documents that the title insurance company may reasonably require in connection with the issuance of the title insurance policies), which are sufficient for the title insurance company to remove or modify the standard survey exception and issue customary survey-related endorsements or title policy modifications; (4) if such Material Real Property Asset has a Designated Value of $20.0 million and is not an easement or right-of-way, local counsel opinions (i) as to the due authorization, execution and delivery by such 90th day certifying Issuer or such Guarantor of such mortgage, deed of trust or deed to secure debt and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Other Specified Property is located covering the enforceability of each mortgage, deed of trust or deed to secure debt and such other customary matters as are incidental thereto; (5) if such Other Specified Property has a Designated Value of $20.0 million or more and is not an easement or right-of-way, with respect to such Other Specified Property, evidence from within the past five (5) years that such Other Specified Property, and the uses of such Other Specified Property, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Other Specified Property, the permitted uses of each such Other Specified Property under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and (6) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required to comply with the required deliverables set forth in paragraphs (2) - (5) above and evidence of payment by the Issuer or Guarantor, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the mortgages, leasehold mortgages, deeds of trust, leasehold deeds of trust, and deeds to secure debt, leasehold deeds to secure debt and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing; provided that, notwithstanding the foregoing, the requirements of paragraphs (2), (3), (5) and (6) of this paragraph will not be required with respect to (i) any such Other Specified Property, to the extent the cost of providing such items would exceed 1% of the Designated Value of such Other Specified Property or (ii) any such Other Specified Property that is comprised solely of easements or rights-of way. Notwithstanding anything herein to the contrary, for purposes of the determination of Designated Value pursuant to the preceding proviso, the penultimate paragraph of this covenant shall not apply. The requirements of the foregoing paragraph with respect to the Other Specified Property shall be referred to as the “Other Specified Collateral Requirements”, and the items described in items (1) through (6) of the foregoing paragraph shall be referred to as the “Other Specified Collateral Deliverables”. Solely for purposes of determining the Designated Value of any Real Property Assets with respect to which an Issuer or Guarantor must use commercially reasonable efforts to provide the Other Specified Collateral Requirements, if any Real Property Asset constitutes, with one or more Real Property Assets, any pipeline, facility, terminal, injection well or disposal well of the Issuers and their Restricted Subsidiaries, the Designated Value of such Real Property Asset shall be deemed to be the sum of the Designated Values of all such Real Property Assets forming such pipeline, facility, terminal, injection well or disposal well. For the avoidance of doubt, the foregoing sentence shall have no effect with respect to the assessment of additional interest pursuant to Section 6.01. The Issuers and each Guarantor will not, and each Issuer will not permit any of its Restricted Subsidiaries to, grant any Lien on any Other Specified Property with respect to which such Issuer or such Restricted Subsidiary has not satisfied the applicable requirements of paragraph (1) of this Section 4.24 have been delivered13.05(b), as security or otherwise, subject to Permitted Liens and customary exceptions for statutory or other similar Liens.

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company Issuers or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company Issuers or a Domestic Subsidiary Guarantor after the Issue Date with a purchase price Date, in excess of $500,000 (within 90 days of the acquisition thereof)each case, the Ultimate Parent shall deliver other than to the Collateral Agent (extent such property constitutes Excluded Assets, subject to the terms of the Intercreditor Agreement):: (1) The Issuers shall deliver to the Collateral Agent, as mortgagee, fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company Issuer or the applicable Domestic SubsidiaryGuarantor, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) The Issuers shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical customary endorsements, coinsurance and reinsurance typical for the applicable jurisdiction and shall be accompanied by evidence of the payment in full of all premiums thereon; (3) The Issuers shall deliver to the Collateral Agent, to the extent provided to any First Lien Agent, with respect to each of the covered Premises, the most recent survey of such PremisesPremises prepared on or on behalf of the Issuers, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company Issuers and the Guarantors, as the case may be, Guarantors stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the customary endorsements;; and (4) If the Fair Market Value of the relevant Premise is greater than $2.0 million, the Issuers shall deliver an opinion opinion(s) of counsel approved by the Issuers, which shall be from local counsel and or special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages, the grant and perfection of security interests, the payment of recording taxes, if any, and other customary matters; and (5) in each case, using commercially reasonable efforts to comply with the foregoing by the Issue Date, but in any event, no later than 90 days after the acquisition of the Premises. Neither the Trustee nor the Collateral Agent has an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 obligation or duty to inquire as to which Premises, if any, have been delivereda Fair Market Value greater than $2.0 million.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “"Premises”") owned by any New Parent, the Parent, the Company or a any of its Domestic Subsidiary Restricted Subsidiaries on the Issue Date or acquired by the Company or any such Domestic Restricted Subsidiary after the Issue Date, with (i) a purchase price or (ii) as of the Issue Date, with a Fair Market Value in excess Value, of greater than $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, 1,000,000: (1) the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) fully Agent, as mortgagee, fully-executed counterparts of Mortgages, each dated as of the Issue Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Restricted Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Collateral Agent shall have received mortgagee’s 's title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by such Mortgage and in form and substance and issued by insurers reasonably acceptable to the related MortgageCollateral Agent, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, a revolving credit endorsement and such other endorsements as the Collateral Agent shall reasonably request and shall have the standard exceptions thereto deleted (other than the survey exception to the extent required in clause (3) below) and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such PremisesPremises and, together with either (i) an updated survey certification in favor solely to the extent that the title company insuring the Lien of the Trustee and respective Mortgages shall deem such survey acceptable to remove the Collateral Agent standard survey exception from the applicable surveyor stating that, based on title policy and/or to issue a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parentendorsement with respect thereto, the Company shall have such survey exception deleted and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard such survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory endorsement delivered to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredAgent.

Real Estate Mortgages and Filings. With respect to any fee interest in real property interests (a) identified in a Schedule 1 to the Indenture owned by the Company or a Subsidiary Guarantor on the Issue Date, within a reasonable time after the Issue Date, but in no event later than one hundred twenty (120) days after the Issue Date, or such later date as the Control Agent (other than the Disposal Well Assets and Excluded Collateral Agent) may reasonably determine with respect to the ABL Loan Documents or the Term Loan Documents, without any requirement for authorization or direction of such extension by any Holder, or (b) acquired by the Company or a Subsidiary Guarantor after the Issue Date that is required to be subject to a Mortgage pursuant to Section 10.4(3) and/or Section 10.5 hereof, within one hundred twenty (120) days after such real property is acquired, or such later date as the Control Agent (other than the Collateral Agent) may reasonably determine with respect to the ABL Loan Documents or the Term Loan Documents, without any requirement for authorization or direction of such extension by any Holder (individually and collectively, the “Premises”): (1) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee or beneficiary, as applicable, fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiarySubsidiary Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected Lien (subject to no liens other than Permitted Liens) against the properties purported to be covered therebythereby having the priority specified in the Intercreditor Agreement and free of all other Liens other than Permitted Liens; (2) the Collateral Agent shall have received mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of itself and the Collateral AgentTrustee, the Trustee and the Holders in an amount equal to 100% holders of the Fair Market Value of Securities, in the Premises form necessary, with respect to the property purported to be covered by the related such Mortgage, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage constitute valid and perfected Liens thereon on such property having the priority specified in the Intercreditor Agreement and free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance each such title insurance policy to be in an amount at least equal to the outstanding principal amount of the Securities or otherwise reasonably acceptable to the Required Holders and reinsurance such policies shall also include such endorsements and affirmative coverages as is customary for similarly situated properties and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) the Company shall cause each Subsidiary Guarantor to, deliver to the Collateral Agent, with respect to each of the covered Premises, such filings, surveys (or any updates or affidavits that the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, title company may reasonably require as the case may be, stating that there has been no change sufficient for necessary to issue the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from policies), local counsel opinions, landlord agreements and special regulatory fixture filings, along with such other documents, instruments, certificates and agreements as shall be necessary to create, evidence or perfect a valid Lien on such property subject to a Mortgage having the priority specified in the Intercreditor Agreement and free of all other Liens other than Permitted Liens; provided that no local counsel opinions will be required in each state where connection with the creation of a valid Lien on the Premises is located in form and substance reasonably satisfactory pursuant to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and clause (5a) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredabove.

Real Estate Mortgages and Filings. With respect to any fee interest in certain real property other than the Disposal Well Assets and Excluded Collateral interests identified in Schedule 10.02(d) to this Indenture (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary Guarantor on the Issue Date with or acquired by the Issuer or a Fair Market Value Subsidiary Guarantor after the Issue Date that has a fair market value, as reasonably determined by the Issuer in excess of $500,000 2,500,000 individually or, together with all other such real property and with respect associated fixtures not otherwise subject to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price Mortgage in excess of $500,000 (within 90 days favor of the acquisition thereof)Collateral Agent, $5,000,000 in the Ultimate Parent aggregate: (i) the Issuer shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee or beneficiary, as applicable, fully executed counterparts of Mortgagesmortgages or deeds of trust, each dated as of the Issue Date or, if later, the date such property is pledged to secure the Notes, in accordance with the requirements of the Indenture and/or the Security Documents, duly executed by any New Parent, the Parent, the Company Issuer or the applicable Domestic SubsidiarySubsidiary Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage mortgage or deeds of trust (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected first-priority Lien (subject to no liens other than Permitted Liens) against the properties purported to be covered thereby; (2ii) the Collateral Agent shall have received mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for mortgagee, in the ratable benefit of form necessary, with respect to the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises property purported to be covered by the related Mortgagesuch mortgage, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage mortgage constitute valid and first-priority Liens thereon on such property free and clear of all Liens, defects and encumbrances (other than Permitted Liens together with typical endorsementsLiens), coinsurance each such title insurance policy to be in an amount and reinsurance have such endorsements and additional coverages as shall be customary as certified in an Officers’ Certificate and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3iii) the Issuer shall cause each Subsidiary Guarantor to deliver to the Collateral Agent, with respect to each of the covered Premises, such filings, surveys (or any updates or affidavits that the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, title company may reasonably require as the case may be, stating that there has been no change sufficient for necessary to issue the title insurance company policies referred to remove all standard survey exceptions and issue the endorsements; (4) an opinion from above), local counsel opinions, landlord agreements and special regulatory counsel in each state where a Premises is located in form fixture filings, along with such other documents, instruments, certificates and substance reasonably satisfactory to agreements, as shall be necessary or as the Collateral Agent and covering typical matters concerning collateralits counsel shall reasonably require to create, including without limitation, evidence or perfect a valid and first-priority Lien on the enforceability of the relevant Mortgages; and property subject to each such mortgage (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredsubject to Permitted Liens).

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”a) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary Within (x) 120 days after the Issue Date with respect to Material Real Property owned by the Issuer and the Guarantors as of the Issue Date and (y) 180 days of the date of acquisition of any Material Real Property after the Issue Date or the date any Subsidiary becomes a purchase price in excess Guarantor (with respect to Material Real Property owned by it) (or 275 days of $500,000 the acquisition of any Material Real Property after the Issue Date or the date any Subsidiary becomes a Guarantor (with respect to Material Real Property owned by it) if the Issuer provides notice within 90 days of the acquisition thereofof such Material Real Property or the date such Subsidiary becomes a Guarantor (with respect to Material Real Property owned by it) to the Trustee of its intention to consummate a Specified Sale-Leaseback Transaction with respect to such Material Real Property) (or, in either case of clause (x) or (y), such later date as the Ultimate Parent Bank Collateral Agent may have agreed to under the Senior Credit Facilities), such Issuer or such Guarantor shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (subject to no liens other than Permitted Liens) against the properties purported to be covered thereby; (2) mortgagee’s title insurance policies in favor of the Notes Collateral Agent, as mortgagee or beneficiary, as applicable, for its benefit, the benefit of the Trustee and for the ratable benefit of the Holders (and, if a single mortgage securing all First Lien Obligations is delivered to a Mortgage Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsements, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereon; (3) Agent with respect to each any Material Real Property, the other holders of the covered PremisesFirst Lien Obligations), the most recent survey of a Mortgage with respect to such PremisesMaterial Real Property, together with either with: (i) an updated survey certification Evidence that counterparts of such Mortgage have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that are reasonably necessary in order to create, except to the extent otherwise provided hereunder, including subject to Liens permitted by Section 4.12 and Permitted Liens, a valid and subsisting perfected Lien on such Material Real Property in favor of the Notes Collateral Agent for its benefit, the benefit of the Trustee and for the ratable benefit of the Holders and that all filing and recording taxes and fees have been paid or otherwise provided for and subject to the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or Guarantee Requirement; (ii) an affidavit from A customary Opinion of Counsel for the applicable Guarantor in the state in which such Material Real Property is located, with respect to the enforceability and perfection of such Mortgage and any New Parentrelated fixture filings, the Parentauthorization, execution and delivery of such Mortgage and otherwise in form and substance consistent with the Company opinions delivered under the Senior Credit Facilities; (iii) To the extent required to be delivered under the Senior Credit Facilities, environmental assessment reports and reliance letters (if any) that have been prepared in connection with such acquisition of any Material Real Property. (b) Notwithstanding anything to the foregoing, in the event that the Obligations under Senior Credit Facilities are satisfied and the Guarantorsmortgages, deeds of trust, deed to secure debt or other real property security document securing such Obligations under Senior Credit Facilities are released, such Issuer or such Guarantor shall, as soon as practicable thereafter using commercially reasonable efforts, (i) deliver or cause to be delivered fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the case may beequivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance and amount consistent with the title insurance policies issued under the Senior Credit Facilities, stating insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 4.12 and Permitted Liens or such other Liens accepted in connection with the Senior Credit Facilities that there has been do not have an adverse impact on the use or value of the Mortgaged Properties, and providing for such other affirmative insurance (including endorsements for future advances under this Indenture and Notes Security Documents) and such coinsurance and direct access reinsurance as delivered under the Senior Credit Facilities and that are otherwise available in the applicable jurisdiction and (ii) deliver or cause to be delivered American Land Title/American Congress on Surveying and Mapping surveys for each Material Real Property or existing surveys together with no change affidavits, in each case in the form consistent with the surveys delivered under the Senior Credit Facilities and otherwise sufficient for the title insurance company issuing a Mortgage Policy to remove all the standard survey exceptions exception and issue the standard survey related endorsements;. (4c) Further, notwithstanding anything to the foregoing and upon the reasonable agreement of the Issuer and the Bank Collateral Agent, the Issuer or the applicable Guarantor may satisfy the Collateral and Guarantee Requirement with respect to the delivery of a Mortgage on any Material Real Property that is required to be or has been mortgaged under the Senior Credit Facilities by delivering a mortgage to a Mortgage Collateral Agent or amending an opinion from local counsel existing mortgage to be in favor of a Mortgage Collateral Agent and special regulatory counsel to secure the Obligations under this Indenture in each state where a Premises is located addition to the Senior Credit Facilities Obligations (and any Additional First Lien Obligations, as applicable) and to otherwise be in form and substance reasonably satisfactory to the Bank Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredNotes Collateral Agent.

Real Estate Mortgages and Filings. With respect to any fee interest in real property owned by any Obligor (other than Calumet Montana) on the Initial Issuance Date other than the Disposal Well Assets New Jersey Property and Excluded the Montana Property, or acquired by any Obligor (other than Calumet Montana) after the Initial Issuance Date, and in either case that is of a type which is required to constitute Collateral pursuant to the terms of this Indenture, the Collateral Trust Agreement or the other Security Documents and which is required to be mortgaged to the Collateral Trustee (individually and collectively, the “Premises”): (a) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent Obligor shall deliver to the Collateral Agent (subject to Trustee, as mortgagee or beneficiary, as applicable, for the terms ratable benefit of the Intercreditor Agreement): (1) Holders of the Notes and the other Parity Lien Obligations, fully executed counterparts of MortgagesMortgages or amendments thereto where required by local law to reflect the additional secured debt evidenced by the Notes (as applicable), in accordance with the terms of this Indenture and/or the Security Documents, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiarysuch Obligor, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage Mortgages or amendments (and payment of any taxes or fees in connection therewith), and fixture filings and such other documents, instruments, certificates and agreements as may be necessary to create a valid, perfected Lien (with the priority required by the Collateral Trust Agreement, subject to no liens other than Permitted Liens) , against the properties property purported to be covered therebythereby as security for the Parity Lien Obligations (i) on or prior to the Initial Issuance Date, with respect to the Closing Date Mortgaged Properties other than the Missouri Property, such filings having been completed previously, (ii) within 30 days after the Initial Issuance Date with respect to (1) the Missouri Property and (2) any Premises owned by an Obligor on the Initial Issuance Date (other than the Closing Date Mortgaged Properties and the Missouri Property), and (iii) within 30 days of the date of acquisition for any Premises acquired after the Initial Issuance Date; (2b) the Company has previously delivered to the Collateral Trustee with respect to the Closing Date Mortgaged Properties, other than the Missouri Property, and with respect to the Missouri Property the Company will deliver not later than 30 days after the Initial Issuance Date, mortgagee’s title insurance policies (or endorsements to existing mortgagee’s title insurance policies) in favor of the Collateral AgentTrustee, as mortgagee for and its successors and/or assigns, in the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal form necessary to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage thereon constitute valid Liens thereon (with the priority required by the Collateral Trust Agreement) free and clear of all Liens, defects and encumbrances other than Permitted Liens together Liens. All such title insurance policies were (and with typical endorsements, coinsurance and reinsurance and respect to the Missouri Property shall be accompanied by evidence be) in amounts equal to 110% of the payment estimated fair market value of the Premises covered thereby, and such policies included (and will include, with respect to the Missouri Property) to the extent available, all endorsements reasonably required in full transactions of similar size and purpose, and all premiums thereonthereon have been paid (and will be paid, with respect to the Missouri Property); (3c) such Obligor shall deliver to the Collateral Trustee (x) within 30 days after the Initial Issuance Date, with respect to any Premises owned by an Obligor on the Initial Issuance Date, such filings, surveys (in each case, to the extent existing on the Initial Issuance Date), local counsel opinions, fixture filings and such other documents, instruments, certificates and agreements as may be necessary to comply with clause (a) above and to perfect the Collateral Trustee’s security interest and Lien (with the priority required by the Collateral Trust Agreement) in such covered Premises, and (y) with respect to each any Premises acquired after the Initial Issuance Date, within 30 days of the date of acquisition, such filings, fixture filings and such other documents, instruments, certificates, agreements and/or other documents necessary to comply with clause (a) above and to perfect the Collateral Trustee’s security interest and Lien (with the priority required by the Collateral Trust Agreement) in such acquired covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from such local counsel and special regulatory counsel in each state where a Premises is located in form and substance opinions as shall reasonably satisfactory be required to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgagescomply with clause (a) above; and (5d) if the Obligors fail to deliver when due as provided above any title policy, Mortgage or other Security Document, Obligors shall have 30 days after the due dates provided above to cure such failure and shall use reasonable best efforts to cure such failure, after which such failure shall constitute an Officers’ Certificate Event of Default (unless remedied by the required delivery after such 90th 30-day certifying cure period but prior to the acceleration of the Notes, in which case such Event of Default shall be deemed cured and extinguished as if it had never occurred); provided that all items in this Section 4.24 have been deliveredthe forgoing right to cure shall not apply to any Mortgage delivery due on the Initial Issuance Date.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) (a) owned by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or (b) acquired by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary after the Issue Date Date, with (i) a purchase price or (ii) as of the Issue Date, with a Fair Market Value, of greater than $1.5 million, on the Issue Date in excess the case of $500,000 clause (a) and within 90 days of the acquisition thereof), thereof in the Ultimate Parent case of clause (b): (1) the Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee, fully executed counterparts of Mortgages, each dated as of the Issue Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Restricted Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Company shall deliver to the Collateral Agent a mortgagee’s title insurance policies policy in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible and that the interests Lien created by the such Mortgage constitute constitutes a valid Liens Lien thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together Liens, and such policies shall also include, to the extent available, such endorsements as shall be consistent with typical endorsements, coinsurance endorsements generally obtained in connection with title policies for properties of like size and reinsurance value in comparable financings and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, (x) the most recent survey of such PremisesPremises in the possession or under the control of the Company or any of its Domestic Restricted Subsidiaries, together with either and (iy) an updated if such Premises is acquired after the Issue Date, a survey certification certified in favor of the Trustee and the Collateral Agent from by the applicable surveyor stating thatof such survey, based on a visual inspection of which survey shall (I) be reasonably acceptable to the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for title insurer providing the title insurance company policy relating to such property under clause (2) above and (II) allow such title insurer to remove all the standard survey exceptions and issue the endorsements; (4) an opinion exception from local counsel and special regulatory counsel such title insurance policy and, if available in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredjurisdiction, issue a survey endorsement.

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets oil and gas properties and Excluded Collateral (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary on the Issue Date with a Fair Market Value in excess of greater than $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of greater than $500,000 (within 90 days of the acquisition thereof), ): (1) the Ultimate Parent Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee, fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Restricted Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Company shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical such necessary endorsements, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereonreinsurance; (3) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, Guarantors stating that there has been no change change, sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements;endorsements reasonably required by the Collateral Agent; and (4) the Company shall deliver to the Collateral Agent an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been delivered.

Real Estate Mortgages and Filings. With respect to any real property other than Material Real Property acquired by an Issuer or Guarantor after the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property date hereof which is required to be acquired by any New Parent, mortgaged to the Parent, Collateral Trustee the Company or a Domestic Subsidiary after following items will be delivered to the Issue Date with a purchase price in excess of $500,000 (Collateral Trustee within 90 days of the acquisition thereof), date of acquisition: (1) the Ultimate Parent applicable Issuer or Guarantor shall deliver to the Collateral Agent (subject to Trustee, as mortgagee or beneficiary, as applicable, for the terms ratable benefit of itself and the holders of the Intercreditor Agreement): (1) notes, the Pari Passu Lien Hedge Agreements, the Existing Secured Notes, the Term Loan B Debt and any other future Pari Passu Notes Lien Indebtedness, fully executed counterparts of MortgagesMortgages (together with applicable real estate subordination and priority agreements related thereto), in accordance with the requirements of this Indenture and/or the Security Documents duly executed by any New Parent, the Parent, the Company such Issuer or the applicable Domestic SubsidiaryGuarantor, together with reasonably satisfactory evidence of the completion (or reasonably satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected first-priority Lien (subject to no liens other than Permitted Liens) against the properties property purported to be covered therebythereby as security for the Secured Obligations; (2) the Collateral Trustee shall have received mortgagee’s title insurance policies in favor of the Collateral AgentTrustee, as mortgagee for and its successors and/or assigns, in the ratable benefit of form necessary, with respect to the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises property purported to be covered by the related Mortgageapplicable Mortgages, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage Mortgages constitute valid valid, perfected first-priority Liens thereon thereon, free and clear of all other Liens, defects and encumbrances other than Permitted Liens together Liens; provided, however, unless delivered to the collateral agent in respect of the Existing Secured Notes, the Term Loan B Debt or any other Pari Passu Notes Lien Indebtedness, no such title insurance policies will be required to be delivered with typical endorsementsrespect to any Mortgage where the property encumbered thereby consists primarily of Hydrocarbon Interests, coinsurance pipeline easements, rights of way, licenses and reinsurance other similar possessory and use instruments. All such title policies shall be in amounts equal to 105% of the estimated fair market value of the Premises covered thereby, and such policies shall include, to the extent available at a commercially reasonable premium, all endorsements as shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the Issuer or Guarantor of all premiums thereon;thereon (or that satisfactory arrangements for such payment have been made); and (3) the Issuers shall, or shall cause the Guarantors to, deliver to the Collateral Trustee such filings, surveys (or any updates or affidavits that the title company may reasonably require in connection with respect to each the issuance of the title insurance policies), fixture filings and such other documents, instruments, certificates, agreements and/or other documents necessary to comply with clauses (1) and (2) above and to perfect the Collateral Trustee’s security interest and (with a first priority (subject to Permitted Liens)) Lien in such acquired covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change local counsel opinions in the facts depicted in jurisdiction where each property subject to the survey or (ii) an affidavit from any New ParentMortgage is located, with respect to the ParentMortgage, the Company fixture filings and the Guarantorsother matters reasonably requested by Collateral Trustee, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located instance in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateralTrustee. With respect to any Material Real Property owned by the Issuers or a Guarantor which becomes subject to a Mortgage, including without limitationfixture filing, or other security interest after the date hereof, the enforceability Issuers shall, or shall cause the Guarantors to, deliver to the Collateral Trustee within 90 days an Opinion of Counsel, from local counsel in the relevant jurisdiction where each property subject to the Mortgages is located, with respect to the Mortgages; and (5) an Officers’ Certificate , fixture filings and other matters reasonably requested by such 90th day certifying that all items the Collateral Trustee, in this Section 4.24 have been deliveredeach instance in form and substance reasonably satisfactory to the Collateral Trustee.

Real Estate Mortgages and Filings. With respect to any fee interest in certain real property other than the Disposal Well Assets and Excluded Collateral interests identified in Schedule 10.02(d) to this Indenture (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary Guarantor on the Issue Date with or acquired by the Issuer or a Fair Market Value Subsidiary Guarantor after the Issue Date that has a fair market value, as reasonably determined by the Issuer in excess of $500,000 2,500,000 individually or, together with all other such real property and with respect associated fixtures not otherwise subject to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price Mortgage in excess of $500,000 (within 90 days favor of the acquisition thereof)Collateral Trustee, $5,000,000 in the Ultimate Parent aggregate: (i) the Issuer shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Trustee, as mortgagee or beneficiary, as applicable, fully executed counterparts of Mortgagesmortgages or deeds of trust, each dated as of the Issue Date or, if later, the date such property is pledged to secure the Notes, in accordance with the requirements of the Indenture and/or the Security Documents, duly executed by any New Parent, the Parent, the Company Issuer or the applicable Domestic SubsidiarySubsidiary Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage mortgage or deeds of trust (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected second-priority Lien (subject to no liens other than Permitted Liens) against the properties purported to be covered thereby; (2ii) the Collateral Trustee shall have received mortgagee’s title insurance policies in favor of the Collateral AgentTrustee, as mortgagee for mortgagee, in the ratable benefit of form necessary, with respect to the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises property purported to be covered by the related Mortgagesuch mortgage, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage mortgage constitute valid and second-priority Liens thereon on such property free and clear of all Liens, defects and encumbrances (other than Permitted Liens together with typical endorsementsLiens), coinsurance each such title insurance policy to be in an amount and reinsurance have such endorsements and additional coverages as shall be customary as certified in an Officers’ Certificate and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3iii) the Issuer shall cause each Subsidiary Guarantor to deliver to the Collateral Trustee, with respect to each of the covered Premises, such filings, surveys (or any updates or affidavits that the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, title company may reasonably require as the case may be, stating that there has been no change sufficient for necessary to issue the title insurance company policies referred to remove all standard survey exceptions and issue the endorsements; (4) an opinion from above), local counsel opinions, landlord agreements and special regulatory fixture filings, along with such other documents, instruments, certificates and agreements, as shall be necessary or as the Collateral Trustee and its counsel in shall reasonably require to create, evidence or perfect a valid and second-priority Lien on the property subject to each state where a Premises is located in form and substance reasonably such mortgage (subject to Permitted Liens); provided, however, that the Collateral Trustee will not be required to execute any documents, waivers or instruments if the indemnification provisions therein are not satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and it (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredits sole discretion).

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) (a) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary any of the Guarantors on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be 3.0 million or (b) acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date Guarantors thereafter with a purchase price of greater than $3.0 million (the “Mortgaged Property”), the Company shall use commercially reasonable efforts to deliver to the Collateral Agent each of the following items, (x) in excess the case of $500,000 clause (a) above, within 90 days of the Issue Date and (y) in the case of clause (b) above, within 90 days of the date of acquisition thereof), the Ultimate Parent shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement):: (1) fully executed counterparts of Mortgages, each dated within 90 days after the Issue Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiaryGuarantor, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, with the priority required by this Indenture and the Collateral Agreements, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee Trustee, the Holders and the Holders holders of any Permitted Additional Pari Passu Obligations in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon with the priority required by this Indenture and the Collateral Agreements, free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, all such endorsements as shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full of all premiums thereon; (3) with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification from the applicable title insurance company in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, Guarantors stating that there has been no change sufficient change, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the title insurance company Company or such Guarantor’s business as so conducted, or intended to remove all standard survey exceptions and issue the endorsements;be conducted, at such Premises; and (4) an opinion from local counsel such further information, opinions, certificates, instruments and special regulatory counsel in each state where a Premises is located documents evidencing or relating to the Mortgaged Property or required to effect the foregoing including, without limitation, any information, certificates, opinions, instruments and documents substantially similar in form and substance reasonably satisfactory to those delivered to the Collateral Administrative Agent and covering typical matters concerning collateral, including without limitation, under the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by Credit Facility in connection with such 90th day certifying that all items in this Section 4.24 have been deliveredMortgaged Property.

Real Estate Mortgages and Filings. With respect to any real property other than owned in fee simple by the Disposal Well Assets Issuer or any Guarantor, where such owned real property is located in the United States and does not constitute an Excluded Collateral Asset described in clause (individually and collectively, 3) of the definition thereof (the “Premises”) owned by any New Parent), the ParentIssuer or Guarantor shall use commercially reasonable efforts to, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the later of (x) the Issue Date and (y) the acquisition thereof), the Ultimate Parent shall deliver to the Collateral Agent Agent: (subject to a) as mortgagee, for the terms benefit of the Intercreditor Agreement): (1) Notes Secured Parties, fully executed counterparts of Mortgages, Mortgages duly executed by any New Parentthe Issuer or Guarantor, as the Parentcase may be, the Company or the applicable Domestic Subsidiaryand corresponding UCC fixture filings, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage Mortgages and corresponding UCC fixture filings as may be necessary to create a validvalid and perfected Lien, perfected Lien (subject to no liens other than the Intercreditor Agreement and Permitted Liens) , against the properties Premises purported to be covered thereby, including, without limitation, evidence of the payment in full of all taxes, fees and other charges payable in connection with such Mortgages, recordings and filings; (2b) (i) mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders Agent in an amount equal to not less than 100% of the Fair Market Value of the Premises and fixtures purported to be covered by the related MortgageMortgages, insuring that title to such property is indefeasible and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances (subject to the Intercreditor Agreement and other than Permitted Liens together with typical endorsementsLiens), coinsurance and reinsurance such policies shall also include, to the extent available and issued at ordinary rates, customary endorsements and shall be accompanied by evidence of the payment in full (or satisfactory arrangements for the payment in full) of all premiums thereon; thereon and (3ii) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title insurer to issue the title insurance policies and endorsements referenced herein with respect to each of the covered Premises, ; (c) the most recent survey surveys of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit and/or indemnity from any New Parent, the Parent, the Company and the GuarantorsIssuer or Guarantor, as the case may be, stating that that, to its knowledge, there has been no change in the facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Issuer or Guarantor, as applicable, of such Premises for the Issuer’s or Guarantor’s business as so conducted, or intended to be conducted, at such Premises and in each case, in form and substance sufficient for the title insurance company insurer issuing the title policies to remove all the standard survey and survey-related exceptions from such policies and issue the endorsementssurvey, survey-related, and other endorsements required pursuant to Section 4.20(b) to such policy; (4d) an opinion from local counsel Opinions of Counsel in the jurisdictions where such Premises are located and special regulatory counsel the jurisdiction of the Issuer or Guarantor, as the case may be, in each state where a Premises is located in form and substance reasonably satisfactory case, addressed to the Collateral Agent and covering typical matters concerning collateralin form and substance customary in comparable financings, including without limitationincluding, but not limited to, opinions stating that such Mortgage (i) has been duly authorized, executed and delivered by the Issuer or Guarantor, (ii) constitutes a legally valid and binding and enforceable obligation of the Issuer or Guarantor and (iii) is in proper form for recording in order to create, when recorded in the appropriate recording office, a mortgage Lien on the property and a security interest in that part of the property constituting fixtures, and upon proper recording in the appropriate recording office, the enforceability Mortgage will make effective such Lien and security interest intended to be created thereby; (e) FEMA Standard Flood Hazard Determinations with respect to each of the relevant MortgagesPremises, notice about special flood hazard area status and flood disaster assistance, and, in the event any such Premises is located in a special flood hazard area, evidence of flood insurance; and (5f) an Officers’ Certificate such other information, documentation, and certifications as may be necessary in order to create valid, perfected and subsisting Liens against the Premises covered by such 90th day certifying that all items in this Section 4.24 have been deliveredthe Mortgages.

Real Estate Mortgages and Filings. (a) With respect to any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectivelyMaterial Real Property owned by the Issuers or a Guarantor on the date hereof, the “Premises”) owned by any New Parent, following items will be delivered to the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (Collateral Trustee within 90 days of after the acquisition thereof), date hereof: (1) the Ultimate Parent applicable Issuer or Guarantor shall deliver to the Collateral Agent (subject to Trustee, as mortgagee or beneficiary, as applicable, for the terms ratable benefit of itself, the Intercreditor Agreement): (1) Trustee, the Holders and the holders of Pari Passu Lien Hedge Agreements and any future Pari Passu Notes Lien Indebtedness, fully executed counterparts of MortgagesMortgages (together with applicable real estate subordination and priority agreements related thereto), in accordance with the requirements of this Indenture and/or the Security Documents duly executed by any New Parent, the Parent, the Company such Issuer or the applicable Domestic SubsidiaryGuarantor, together with reasonably satisfactory evidence of the completion (or reasonably satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage Mortgages (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected first-priority Lien (subject to no liens other than Permitted Liens) against the properties property purported to be covered therebythereby as security for the Secured Obligations; (2) the Collateral Trustee shall have received mortgagee’s title insurance policies in favor of the Collateral AgentTrustee, as mortgagee for and its successors and/or assigns, in the ratable benefit of form necessary, with respect to the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises property purported to be covered by the related Mortgageapplicable Mortgages, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage Mortgages constitute valid valid, perfected first-priority Liens thereon thereon, free and clear of all other Liens, defects and encumbrances other than Permitted Liens together Liens; provided, however, unless delivered to the collateral agent in respect of any other Pari Passu Notes Lien Indebtedness, no such title insurance policies will be required to be delivered with typical endorsementsrespect to any Mortgage where the property encumbered thereby consists primarily of Hydrocarbon Interests, coinsurance pipeline easements, rights of way, licenses and reinsurance other similar possessory and use instruments. All such title policies shall be in amounts equal to 105% of the estimated fair market value of the Premises covered thereby, and such policies shall include, to the extent available at a commercially reasonable premium, all endorsements as shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the Issuers or applicable Guarantor of all premiums thereonthereon (or that satisfactory arrangements for such payment have been made); (3) an Opinion of Counsel, from local counsel in the jurisdiction where each property subject to the Mortgages is located, with respect to each of the covered PremisesMortgages, the most recent survey of such Premisesfixture filings and other matters reasonably requested by Collateral Trustee, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located instance in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateralTrustee, including without limitationin the jurisdiction where the property subject to the Mortgage is located; (4) the Issuers shall, or shall cause the enforceability Guarantors to, deliver to the Collateral Trustee such filings, surveys (or any updates or affidavits that the title company may reasonably require in connection with the issuance of the relevant Mortgagestitle insurance policies), fixture filings and such other documents, instruments, certificates, agreements and/or other documents necessary to comply with clauses (1) and (2) above and to perfect the Collateral Trustee’s security interest, in each instance in form and substance reasonably satisfactory to the Collateral Trustee; and (5) the title insurance company shall have received, with respect to the applicable Mortgage, such affidavits, certificates, information (including publicly-available financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably requested by the title insurance company to issue the mortgagee’s title insurance policies contemplated by clause (b) above. (b) With respect to any Material Real Property acquired by an Officers’ Certificate Issuer or Guarantor after the date hereof which is required to be mortgaged to the Collateral Trustee the following items will be delivered to the Collateral Trustee within 90 days of the date of acquisition: (1) the applicable Issuer or Guarantor shall deliver to the Collateral Trustee, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself and the holders of the notes, the Pari Passu Lien Hedge Agreements and any future Pari Passu Notes Lien Indebtedness, fully executed counterparts of Mortgages (together with applicable real estate subordination and priority agreements related thereto), in accordance with the requirements of the indenture and/or the Security Documents duly executed by such 90th day certifying Issuer or Guarantor, together with reasonably satisfactory evidence of the completion (or reasonably satisfactory arrangements for the completion) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected first-priority Lien (subject to Permitted Liens) against the property purported to be covered thereby as security for the Secured Obligations; (2) the Collateral Trustee shall have received mortgagee’s title insurance policies in favor of the Collateral Trustee, and its successors and/or assigns, in the form necessary, with respect to the property purported to be covered by the applicable Mortgages, to insure that the interests created by the Mortgages constitute valid, perfected first-priority Liens thereon, free and clear of all items other Liens, defects and encumbrances other than Permitted Liens; provided, however, unless delivered to the collateral agent in this Section 4.24 respect of any other Pari Passu Notes Lien Indebtedness, no such title insurance policies will be required to be delivered with respect to any Mortgage where the property encumbered thereby consists primarily of Hydrocarbon Interests, pipeline easements, rights of way, licenses and other similar possessory and use instruments. All such title policies shall be in amounts equal to 105% of the estimated fair market value of the Premises covered thereby, and such policies shall include, to the extent available at a commercially reasonable premium, all endorsements as shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the Issuer or Guarantor of all premiums thereon (or that satisfactory arrangements for such payment have been deliveredmade); and (3) the Issuers shall, or shall cause the Guarantors to, deliver to the Collateral Trustee such filings, surveys (or any updates or affidavits that the title company may reasonably require in connection with the issuance of the title insurance policies), fixture filings and such other documents, instruments, certificates, agreements and/or other documents necessary to comply with clauses (1) and (2) above and to perfect the Collateral Trustee’s security interest and (with a first priority (subject to Permitted Liens)) Lien in such acquired covered Premises, together with local counsel opinions in the jurisdiction where each property subject to the Mortgage is located, with respect to the Mortgage, fixture filings and other matters reasonably requested by Collateral Trustee, in each instance in form and substance reasonably satisfactory to the Collateral Trustee.

Real Estate Mortgages and Filings. (a) With respect to any real property other than the Disposal Well Assets and Excluded Collateral applicable Premises: (individually and collectively, the “Premises”i) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee or beneficiary, as applicable, fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiarySubsidiary Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected Lien (first-priority Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered thereby, within 120 days of the Issue Date for Premises with an aggregate value of gross property, plant and equipment before depreciation (as reflected in the Company’s records, “Gross PPE”) equal to or greater than 75% of the total Gross PPE of all Premises as of the Issue Date and within 180 days of the Issue Date for the remaining Premises; and to the extent reasonably necessary (as determined in Good Faith by the related MortgageCompany), insuring that title proper fixture filings under the Uniform Commercial Code on Form UCC-1 for filing under the Uniform Commercial Code in the appropriate jurisdictions in which the Premises are located, in order to such property is indefeasible and that perfect the security interests in fixtures purported to be created by the Mortgages in favor of the Collateral Agent for its benefit and for the benefit of the Trustee and the Holders; (ii) the Collateral Agent shall have received an ALTA policy of title insurance (or commitment to issue such a policy having the effect of a policy of title insurance), which shall insure or commit to insure that the Mortgages insured thereby create valid and enforceable first-priority mortgage or deed of trust Liens on such Premises described therein, in an amount not more than 100% of the fair market value of such Premises as reasonably determined, in Good Faith by the Company and reasonably acceptable to the Collateral Agent, (such policies collectively, the “Mortgage constitute Policies”) and issued by a nationally recognized title insurance company, which reasonably assures the Trustee and the Collateral Agent that the Mortgage on such Premises is a valid Liens thereon and enforceable mortgage Lien, free and clear of all Liens, defects and encumbrances except Mortgage Permitted Exceptions, and such title policy shall otherwise be in form and substance as are customary in a transaction of this type and shall include such title endorsements (other than Permitted Liens together with typical endorsementsthe creditor’s rights endorsements which shall not be required) and affirmative coverage as are customary in a transaction of this type, coinsurance to the extent the same are available in a particular jurisdiction, to the extent the same are applicable to the particular Premises, and reinsurance to the extent the same are available at commercially reasonable rates and shall be accompanied by evidence of the payment in full of all premiums thereonthereon within 120 days of the Issue Date for Premises with an aggregate Gross PPE equal to or greater than 75% of the total Gross PPE of all Premises as of the Issue Date and within 180 days of the Issue Date for the remaining Premises; provided that the Mortgage Policies shall contain the standard survey exception and shall not include survey related endorsements, unless the Company delivers surveys pursuant to clause (iii) below and such surveys are satisfactory to the title company for the title company to remove the standard survey exception and issue survey related endorsements at commercially reasonable rates, and provided further that the Collateral Agent shall accept a zoning letter or zoning report in lieu of a zoning endorsement for a particular Premise should the cost of obtaining a zoning endorsement exceed the cost of obtaining a zoning letter or zoning report by more than a de minimis amount; (3iii) the Company shall use reasonable best efforts to, or shall use reasonable best efforts to cause its Subsidiary Guarantors to, deliver to the Collateral Agent, with respect to each of the covered Premises, any and all surveys, opinions of special counsel, or opinions or reports from architects, engineers or zoning report companies currently in their possession as may be reasonably required to cause the most recent survey title company to issue the title insurance required pursuant to clause (ii) above within 120 days of such the Issue Date for Premises with an aggregate Gross PPE equal to or greater than 75% of the total Gross PPE of all Premises as of the Issue Date and within 180 days of the Issue Date for the remaining Premises; and (iv) the Company shall, or shall cause its Subsidiary Guarantors to, deliver to the Collateral Agent, with respect to each of the Premises, together an opinion of counsel in each jurisdiction where any Premise is located within 120 days of the Issue Date for Premises with either an aggregate Gross PPE equal to or greater than 75% of the total Gross PPE of all Premises as of the Issue Date and within 180 days of the Issue Date for the remaining Premises. (b) Notwithstanding anything to the contrary in subsection (a) above, in the event the Company and the Subsidiary Guarantors cannot, with respect to any Bowling Assets that constitute Premises satisfy the delivery requirements as provided in clauses (i) an updated survey certification through (iv) under subsection (a) above after using commercially reasonable efforts to do so (“Removed Premises”), they shall not be deemed to be in favor default of their obligations under such clauses if, within the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parenttime periods required above, the Company and the GuarantorsSubsidiary Guarantors deliver the items described in clauses (i) through (iv) under subsection (a) above with respect to one or more substitute Premises which in the aggregate have a Gross PPE equal to or greater than the Removed Premises, provided that if, within 180 days of the Issue Date the Company and the Subsidiary Guarantors are in compliance with subsection (a) above with respect to the Premises which shall have an aggregate Gross PPE of equal to or greater than 90% of the total Gross PPE of all Premises as of the Issue Date, then a Default shall not be deemed to occur if the Company and the Subsidiary Guarantors are unable to satisfy the requirements of subsection (a) with respect to the remaining Premises so long as the case may be, stating that there has been no change sufficient for Company and the title insurance company Subsidiary Guarantors continue to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where use commercially reasonable efforts to satisfy such requirements. With respect to any other real property required to be subject to a Premises is located in form and substance reasonably satisfactory first-priority Lien pursuant to the Collateral Agent and covering typical matters concerning collateral, including without limitationprovisions of this Indenture, the enforceability foregoing obligations shall be completed within 60 days of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredacquisition.

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets or any Oil and Excluded Collateral Gas Properties (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary (other than Unrestricted Subsidiaries) on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property Premises to be acquired by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary (other than Unrestricted Subsidiaries) after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof)Date, the Ultimate Parent shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement):: (1) The Issuer shall deliver to the Collateral Agent, as mortgagee, fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company Issuer or the applicable Domestic Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties Premises purported to be covered thereby; (2) The Issuer shall deliver to the Collateral Agent mortgagee’s title insurance policies or title opinions (as applicable) in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 10090% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable or opining to the title of such property, as applicable, and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical customary endorsements, coinsurance and reinsurance typical for the applicable jurisdiction and shall be accompanied by evidence of the payment in full of all premiums thereon; (3) The Issuer shall deliver to the Collateral Agent, to the extent provided to any First Lien Agent, with respect to each of the covered Premises, the most recent survey of such PremisesPremises prepared on or on behalf of the Issuer, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company Issuer and the Guarantors, as the case may be, Guarantors stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the customary endorsements; (4) The Issuer shall deliver to the Collateral Agent, to the extent provided to any First Lien Agent, with respect to each of the covered Premises, all abstracts of title, title reports to other title information conducted on behalf of the Issuer with respect to the Premises and any reserve reports relating to Hydrocarbon Interests attributable to or included in the Collateral; and (5) The Issuer shall deliver an opinion opinion(s) of approved counsel of the Issuer confirming that the Mortgages and Security Documents create a Lien, subject only to Permitted Liens, on all Collateral, which shall be from local counsel and or special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate in each case, using commercially reasonable efforts to comply with the foregoing by such 90th day certifying that all items the Issue Date but, in this Section 4.24 have been deliveredany event, no later than 90 days thereafter.

Real Estate Mortgages and Filings. (a) With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) (x) owned by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary on the Issue Date (other than the Syracuse Facility) or (y) acquired by the Company or a Domestic Restricted Subsidiary after the Issue Date (other than real property located in the State of New York), (i) with a purchase price, or with a Fair Market Value in excess as of the Issue Date, as applicable, greater than $500,000 500,000, and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after (ii) within 60 days of the Issue Date with a purchase price in excess the case of $500,000 clause (x) or within 90 ninety (90) days of the acquisition thereofthereof in the case of clause (y), the Ultimate Parent Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement):Agent: (1) as mortgagee, fully executed counterparts of Mortgages, each dated as of a date prior to the 60th day after the Issue Date or as of a date prior to the 90th day after the applicable date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Restricted Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered therebythereby and, in the case of clause (x), opinions of counsel addressed to the Initial Purchaser, the Trustee and the Collateral Agent and in form and substance reasonably satisfactory to the Initial Purchaser (as communicated in writing by the Initial Purchaser to the Trustee), in connection with the grant of such Mortgages; (2) mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, other customary endorsements and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and or the Guarantorsapplicable Guarantor, as the case may beapplicable, stating that there has been no change sufficient change, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the title insurance company Company or such Guarantor’s business as so conducted, or intended to remove all standard survey exceptions and issue the endorsements;be conducted, at such Premises. (4b) an opinion from local counsel In the event that the Company or the Guarantors, as applicable, execute Mortgages of the Syracuse Facility or any other existing and special regulatory counsel future owned real property in each state where a Premises is located the State of New York under the Credit Agreement in form and substance reasonably satisfactory to the future, the Company or such Guarantor shall simultaneously execute Mortgages of such real property in favor of the Collateral Agent and covering typical matters concerning collateral, including without limitation, for the enforceability benefit of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredHolders of the Notes.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) (a) owned by any New Parent, the Parent, the Company or a any of its Domestic Subsidiary Subsidiaries on the Issue Date with (other than Xxxxxx or any of its Domestic Subsidiaries), (b) owned by Xxxxxx or any of its Domestic Subsidiaries on the day it becomes a Fair Market Value in excess of $500,000 and with respect to any such property to be Guarantor or (c) acquired by any New Parent, the Parent, the Company or a any such Domestic Subsidiary after the Issue Date thereafter with a purchase price of greater than $1.0 million, on such date in excess the case of $500,000 clause (a), within 90 days of Xxxxxx or such Domestic Subsidiary becoming a Guarantor in the case of clause (b), and within 90 days of the acquisition thereof), thereof in the Ultimate Parent case of clause (c): (1) the Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee, fully executed counterparts of Mortgages, each dated as of the Issue Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Company shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the such Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, Guarantors stating that there has been no change sufficient change, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the title insurance company Company or such Guarantor’s business as so conducted, or intended to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateralbe conducted, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by at such 90th day certifying that all items in this Section 4.24 have been deliveredPremises.

Real Estate Mortgages and Filings. (a) With respect to any real property other than Material Real Estate Asset or any Real Estate Asset owned, leased or subleased on the Disposal Well Assets Issue Date becomes a Material Real Estate Asset and Excluded such interest has not otherwise been made subject to the Lien of the Collateral (individually and collectivelyDocuments in favor of the Collateral Agent, for the “Premises”) owned by any New Parent, benefit of the ParentNotes Secured Parties, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parentapplicable Guarantor, as the Parentcase may be, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (shall use its commercially reasonable efforts to, within 90 120 days of the acquisition thereof)latest of (x) the Issue Date, (y) the Ultimate Parent shall date of the acquisition, leasing or subleasing thereof or (z) the date on which such Real Estate Asset became a Material Real Estate Asset, deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement):Agent: (1) fully executed counterparts of Mortgages, Mortgages duly executed by any New Parent, the Parent, the Company or such Guarantor, as the applicable Domestic Subsidiarycase may be, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties such Material Real Estate Asset purported to be covered thereby; (2) mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders holders of the Notes in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsand including endorsements to such title insurance policies as commercially reasonable in similar transactions, coinsurance including, but not limited to (to the extent available in the applicable State): ALTA 9 (Comprehensive), T-19 Comprehensive (for real property in the State of Texas), Land Same as Survey, Access, Separate Tax Lot, Contiguity, Subdivision, Usury, Environmental Protection Lien, Doing Business, Utilities Access, Mortgage Recording Tax, and reinsurance and shall be accompanied by evidence Deletion of the payment in full of all premiums thereonArbitration; (3) with respect to each of the covered PremisesMaterial Real Estate Asset, the most recent survey of such PremisesMaterial Real Estate Asset, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantorsor such Guarantor, as the case may be, stating that there has been no change sufficient change, other than, in each case, changes that do not materially adversely affect the use by the Company or such Guarantor, as the case may be, of such Material Real Estate Asset for the title insurance company business of the Company or such Guarantor, as the case may be, as so conducted, or intended to remove all standard survey exceptions and issue the endorsementsbe conducted, at such Material Real Estate Asset; (4) an opinion legal opinions addressed to the Collateral Agent and the Trustee from local counsel in the jurisdictions where such Material Real Estate Asset is located and special regulatory counsel the jurisdictions of formation of the Company or such Guarantor, as the case may be, entering into the relevant Mortgages, in each state where a Premises is located case, in form and substance reasonably satisfactory to the Collateral Agent; (5) such other information, documentation, and certifications as may be reasonably required by the Collateral Agent or necessary in order to create valid, perfected and covering typical matters concerning collateral, including without limitation, the enforceability of subsisting first priority Liens against such Material Real Estate Asset covered by the relevant Mortgages; and (56) an Officers’ Officer’s Certificate stating that the Company or such Guarantor, as the case may be, has complied with the foregoing. (b) With respect to any Leasehold Property that is Material Real Estate Asset or any Leasehold Property leased or subleased on the Issue Date that becomes a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of the Notes Secured Parties, the Company or the applicable Guarantor, as the case may be, shall use its commercially reasonable efforts to, within 120 days of the latest of (x) the Issue Date, (y) the date of the leasing or subleasing thereof or (z) the date on which such Leasehold Property became a Material Real Estate Asset, cause a Landlord Personal Property Collateral Access Agreement and a Landlord Consent and Estoppel to be executed by such 90th day certifying that all items in this Section 4.24 have been deliveredthe applicable landlord and delivered to the Collateral Agent.

Real Estate Mortgages and Filings. With respect to any real property other than fee interest in any land and the Disposal Well Assets and Excluded Collateral related improvements (including fixtures) thereon (individually and collectively, the “Premises”) (i) owned by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary of the Company on the Issue Exchange Offer Completion Date with and that has a Fair Market Value in excess on such date of greater than $500,000 and with respect to any such property to be 1.0 million or (ii) acquired by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary of the Company after the Issue Exchange Offer Completion Date with for a purchase price of greater than $1.0 million, within ninety (90) days of the Exchange Offer Completion Date in excess the case of $500,000 clause (i) above and within 90 ninety (90) days of the acquisition thereof), thereof in the Ultimate Parent case of clause (ii) above: (1) the Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) fully Agent, as mortgagee, fully-executed counterparts of Mortgagesmortgages, each dated as of the Original Issue Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Restricted Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Company shall deliver to the Collateral Agent, mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgagemortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsements, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereonLiens; (3) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit and/or indemnity from any New Parent, the Parent, the Company and or the Guarantorsapplicable Restricted Subsidiary, as the case may be, stating that to its knowledge there has been no change in the facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or such Restricted Subsidiary, as applicable, of such Premises for the Company or such Restricted Subsidiary’s business as so conducted, or intended to be conducted, at such Premises at the time of delivery thereof and in each case, in form sufficient for the title insurance company insurer issuing the title policy to remove all the standard survey exceptions exception from such policy and issue the endorsements;a survey endorsement to such policy; and (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory the Company shall cause to be delivered to the Collateral Agent Agent, an Opinion of Counsel that such mortgage and covering typical matters concerning collateralany other documents required to be delivered have been duly authorized, including without limitationexecuted and delivered by the Company or such Restricted Subsidiary, the enforceability as applicable, and constitute legal, valid, binding and enforceable obligations of the relevant Mortgages; and (5) an Officers’ Certificate Company or such Restricted Subsidiary, as applicable, and such other opinions regarding the perfection of such Liens created by such 90th day certifying that all items mortgage in this Section 4.24 have been deliveredsuch Premises as the Collateral Agent shall reasonably request.

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”"PREMISES") owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of greater than $500,000 1,000,000 intended to be owned by the Issuers or any Restricted Subsidiary subsequent to the Issue Date to the extent permitted by applicable law: (within 90 days 1) with respect to properties located outside the Province of the acquisition thereof)Quebec, the Ultimate Parent Issuers shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) fully Agent, as mortgagee, fully-executed counterparts of Mortgages, each dated as of the date of acquisition of such property, duly executed by any New Parent, the Parent, the Company Issuers or the applicable Domestic Subsidiary, together with (i) evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary or, in the reasonable opinion of the Collateral Agent desirable, to create a valid, perfected Lien (Lien, subject to no liens other than -41- Permitted Liens) Liens and the Liens permitted under SECTION 4.18, against the properties purported to be covered thereby; (2) with respect to properties located outside the Province of Quebec, the Collateral Agent shall have received the mortgagee’s 's title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal amounts and in form and substance and issued by insurers, with respect to 100% of the Fair Market Value of the Premises property purported to be covered by the related such Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid first Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsand the Liens permitted under SECTION 4.18, coinsurance and reinsurance such policies shall also include, to the extent available, a revolving credit endorsement and such other endorsements as the Collateral Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon; (3) the Issuers shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of filings, surveys, local counsel opinions and fixture filings, along with such Premisesother documents, together with either (i) an updated survey certification in favor of the Trustee instruments, certificates and agreements as the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements;its counsel shall reasonably request; and (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is with respect to properties located in form and substance reasonably satisfactory the Province of Quebec, the Issuers shall deliver to the Quebec Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability evidence of registration against such Premises of the relevant Mortgages; and (5) an Officers’ Certificate by notice or summary required under applicable law to register the applicable Deed of Hypothec, subject to Permitted Liens and the Liens permitted under Section 4.18, against such 90th day certifying that all items in this Section 4.24 have been deliveredPremises.

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “"Premises”") owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price of greater than $1,000,000 intended to be owned in excess of $500,000 fee by the Company subsequent to the Issue Date,: (within 90 days of a) the acquisition thereof), the Ultimate Parent Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) fully Agent, as mortgagee, fully- executed counterparts of Mortgages, each dated as of the date of acquisition of such property, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiary, together with (i) evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary or, in the reasonable opinion of the Collateral Agent desirable, to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2b) the Collateral Agent shall have received mortgagee’s 's title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal amounts and in form and substance and issued by insurers, reasonably satisfactory to 100% of the Fair Market Value of Initial Purchaser, with respect to the Premises property purported to be covered by the related such Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid first Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, a revolving credit endorsement and such other endorsements as the Initial Purchaser shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3c) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premisesfilings, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating thatsurveys, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel opinions, fixture filings, in each state where a Premises is located case in form and substance reasonably satisfactory acceptable to the Collateral Agent Initial Purchaser and covering typical matters concerning collateralits counsel, including without limitationalong with such other documents, instruments, certificates and agreements as the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredInitial Purchaser and its counsel shall reasonably request.

Real Estate Mortgages and Filings. With Within 150 days after (i) the Issue Date with respect to any real property other than Material Real Property that exists on the Disposal Well Assets Issue Date and Excluded Collateral (individually ii) the date of acquisition of any Material Real Property acquired after the Issue Date (each, a “Mortgaged Property” and collectively, the “PremisesMortgaged Properties”) owned by any New Parent(in each case, as such date may be adjusted to the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to extent any such property to actions are not or cannot be acquired by completed within such timeframe as a result of the occurrence of the COVID-19 or other pandemic (including without limitation, as a result of any New Parent, the Parent, the Company or a Domestic Subsidiary notary services being unavailable) after the Issue Date with a purchase price in excess use of $500,000 commercially reasonable efforts to do so or without undue burden or expense or risk to human health or such later date as the Bank Collateral Agent, if any, may have agreed to under any Designated Revolving Credit Facility): (within 90 days of a) the acquisition thereof), the Ultimate Parent Issuer or such Guarantor shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (subject to no liens other than Permitted Liens) against the properties purported to be covered thereby; (2) mortgagee’s title insurance policies in favor of the Notes Collateral Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself, the Trustee and the Holders, fully executed counterparts of mortgages, deeds of trust, security deeds or deeds to secured debt (each, a “Mortgage”) in accordance with the requirements of this Indenture and/or the Notes Security Documents, duly executed and acknowledged by the Issuer or such Guarantor, and otherwise in form suitable for filing and recording in all appropriate local filing or recording offices of each applicable political subdivision where each Material Real Property is situated in order to create a valid and subsisting perfected Lien on the property described therein in favor of the Notes Collateral AgentAgent for the ratable benefit of itself, the Trustee and the Holders and that all filing and recording taxes and fees have been paid or otherwise provided for; (b) the Notes Collateral Agent shall have received fully paid American Title Association Lender’s title insurance policies or marked up unconditional binder of such insurance (the “Mortgage Policies”) in an amount equal to 100% favor of the Fair Market Value of Notes Collateral Agent, and its successors and/or assigns, with respect to the Premises purported Material Real Property to be covered by the related Mortgageapplicable Mortgages, insuring that title to such property is indefeasible and which shall insure that the interests created by the Mortgage Mortgages constitute valid Liens thereon on the applicable Material Real Property, with the priority required by this Indenture and the Notes Security Documents, free and clear of all Liens, defects and encumbrances encumbrances, other than Permitted Liens together with typical endorsementsLiens. All such Mortgage Policies to be in amounts equal to the estimated Fair Market Value of the Material Real Property covered thereby, coinsurance and reinsurance such policies shall also include, to the extent available, endorsements as shall be reasonably requested in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the Issuer or the applicable Guarantor of all premiums thereonthereon (or that satisfactory arrangements for such payment have been made) and that all charges for mortgage recording taxes, filing and recording fees and all related expenses, if any, have been paid; (3c) with respect if (x) in the instance that there is then a Bank Collateral Agent, to each of the covered Premisesextent requested by and delivered to the Bank Collateral Agent, if any, under any Designated Revolving Credit Facility, or (y) there is no Bank Collateral Agent, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Notes Collateral Agent from the applicable surveyor stating thatshall have received an American Land Title Association/National Society of Professional Surveyors form surveys, based on a visual inspection of the property and the knowledge of the surveyorfor which all necessary fees (where applicable) have been paid, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory certified to the Notes Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability issuer of the relevant MortgagesMortgage Policies by a land surveyor duly registered and licensed in the states in which the property described in such surveys is located; provided that new or updated surveys will not be required if an existing survey, ExpressMap or other similar documentation is available and survey coverage is available for the Mortgage Policies without the need for such new or updated surveys; and (5d) an Officers’ Certificate by in each case with respect to any Material Real Property (and any other Mortgaged Properties located in the same state as any such 90th day certifying that all items Material Real Property), the Issuer or the Guarantors shall deliver to the Notes Collateral Agent customary local counsel opinions in this Section 4.24 have been deliveredthe jurisdictions in which the Mortgaged Property is located, with respect to the enforceability and perfection of the Mortgages and, if applicable, any related fixture filings.

Real Estate Mortgages and Filings. With respect to any fee interest in real property owned by any Obligor (other than Calumet Montana) on the Initial Issuance Date other than the Disposal Well Assets New Jersey Property and Excluded the Montana Property, or acquired by any Obligor (other than Calumet Montana) after the Initial Issuance Date, and in either case that is of a type which is required to constitute Collateral pursuant to the terms of this Indenture, the Collateral Trust Agreement or the other Security Documents and which is required to be mortgaged to the Collateral Trustee (individually and collectively, the “Premises”): (a) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent Obligor shall deliver to the Collateral Agent (subject to Trustee, as mortgagee or beneficiary, as applicable, for the terms ratable benefit of the Intercreditor Agreement): (1) Holders of the Notes and the other Parity Lien Obligations, fully executed counterparts of MortgagesMortgages or amendments thereto where required by local law to reflect the additional secured debt evidenced by the Notes (as applicable), in accordance with the terms of this Indenture and/or the Security Documents, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiarysuch Obligor, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage Mortgages or amendments (and payment of any taxes or fees in connection therewith), and fixture filings and such other documents, instruments, certificates and agreements as may be necessary to create a valid, perfected Lien (with the priority required by the Collateral Trust Agreement, subject to no liens other than Permitted Liens) , against the properties property purported to be covered therebythereby as security for the Parity Lien Obligations (i) within 30 days after the Initial Issuance Date with respect to any Premises owned by an Obligor on the Initial Issuance Date and (ii) within 30 days of the date of acquisition for any Premises acquired after the Initial Issuance Date; (2b) the Company has previously delivered to the Collateral Trustee with respect to the Closing Date Mortgaged Properties, mortgagee’s title insurance policies (or endorsements to existing mortgagee’s title insurance policies) in favor of the Collateral AgentTrustee, as mortgagee for and its successors and/or assigns, in the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal form necessary to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage thereon constitute valid Liens thereon (with the priority required by the Collateral Trust Agreement) free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsements, coinsurance and reinsurance and shall be accompanied by evidence Liens. All such title insurance policies were in amounts equal to 110% of the payment estimated fair market value of the Premises covered thereby, and such policies included to the extent available, all endorsements reasonably required in full transactions of similar size and purpose, and all premiums thereonthereon have been paid; (3c) such Obligor shall deliver to the Collateral Trustee (x) within 30 days after the Initial Issuance Date, with respect to any Premises owned by an Obligor on the Initial Issuance Date, such filings, surveys (in each case, to the extent existing on the Initial Issuance Date), local counsel opinions, fixture filings and such other documents, instruments, certificates and agreements as may be necessary to comply with clause (a) above and to perfect the Collateral Trustee’s security interest and Lien (with the priority required by the Collateral Trust Agreement) in such covered Premises, and (y) with respect to each any Premises acquired after the Initial Issuance Date, within 30 days of the date of acquisition, such filings, fixture filings and such other documents, instruments, certificates, agreements and/or other documents necessary to comply with clause (a) above and to perfect the Collateral Trustee’s security interest and Lien (with the priority required by the Collateral Trust Agreement) in such acquired covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from such local counsel and special regulatory counsel in each state where a Premises is located in form and substance opinions as shall reasonably satisfactory be required to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgagescomply with clause (a) above; and (5d) if the Obligors fail to deliver when due as provided above any title policy, Mortgage or other Security Document, Obligors shall have 30 days after the due dates provided above to cure such failure and shall use reasonable best efforts to cure such failure, after which such failure shall constitute an Officers’ Certificate Event of Default (unless remedied by the required delivery after such 90th 30-day certifying cure period but prior to the acceleration of the Notes, in which case such Event of Default shall be deemed cured and extinguished as if it had never occurred); provided that all items in this Section 4.24 have been deliveredthe forgoing right to cure shall not apply to any Mortgage delivery due on the Initial Issuance Date.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary after the Issue Date Date, with a purchase price in excess of greater than $500,000 (1,000,000, within 90 days of the acquisition thereof), : (1) the Ultimate Parent Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) fully Agent, as mortgagee, fully-executed counterparts of Mortgages, each dated as of the Issue Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Restricted Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Company shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsements, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereon;Liens; and (3) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, Guarantors stating that there has been no change sufficient change, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the title insurance company Company or such Guarantor’s business as so conducted, or intended to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateralbe conducted, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by at such 90th day certifying that all items in this Section 4.24 have been deliveredPremises.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor after the Issue Date with a purchase price in excess of $500,000 Date: (within 90 days of 1) the acquisition thereof), the Ultimate Parent Company shall deliver to the Collateral Agent (subject to the terms Agent, as mortgagee or beneficiary as applicable, on behalf of the Intercreditor Agreement): (1) Holders and the lenders under the Revolving Credit Facility, copies of fully executed counterparts of Mortgages, duly executed executed, acknowledged and filed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiarySubsidiary Guarantor, and in form suitable for filing or recording, in all filing or recording offices that the Company shall deem reasonably necessary or in its reasonable judgment desirable in order to create a valid first and subsisting first priority Lien on the Premises described therein in favor of the Collateral Agent for the benefit of the Holders and the lenders under the Revolving Credit Facility, subject only to Permitted Liens, together with evidence of the completion payment of all filing fees and taxes (including mortgage recording taxes) in connection therewith (or that arrangements reasonably satisfactory arrangements to the Collateral Agent for the completionsuch payment have been made), of and evidence that all recordings and filings of such Mortgage as may be other actions necessary to create a valid, perfected Lien (subject to no perfect and protect the liens other than Permitted Liens) against secured by the properties purported to be covered therebyMortgages have been taken; (2) the Collateral Agent shall have received mortgagee’s title insurance policies or binding commitments to issue such policies from First American Title Insurance Company in favor of the Collateral Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of the Collateral Agent, the Trustee Holders and the Holders lenders under the Revolving Credit Facility, in an amount equal the amounts and in the form necessary, with respect to 100% of the Fair Market Value of the Premises purported to be covered by the related such Mortgage, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage constitute valid first priority Liens thereon free and clear of all other Liens, defects and encumbrances other than Permitted Liens together with typical Liens, and such policies shall also include, to the extent available, such other endorsements, coinsurance and reinsurance as may be reasonably requested by the Revolving Facility Agent and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) the Company shall, or shall cause the Subsidiary Guarantors to, deliver to the Collateral Agent with respect to each of (x) the covered PremisesPremises owned on the Issue Date and (y) the Premises acquired after the Issue Date, the most recent survey of such Premises, together with either (iA) an updated survey certification American Land Title Association/American Congress on Surveying and Mapping form surveys in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance manner reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral(including any updates or affidavits that the title company may reasonably require in connection therewith), including without limitation(B) local counsel opinions for the benefit of the Collateral Agent, the enforceability Holders, the Trustee and the Revolving Facility Agent, (C) fixture filings and (D) such other documents, instruments, certificates and agreements as are identified in the closing or annual Opinion of Counsel to the relevant Mortgages; and Company in order to comply with clauses (51) an Officers’ Certificate by and (2) above and to perfect the Collateral Agent’s security interest in such 90th day certifying that all items in this Section 4.24 have been deliveredcovered Premises.

Real Estate Mortgages and Filings. (a) With respect to any real property other than the Disposal Well Assets and Excluded Collateral applicable Premises: (individually and collectively, the “Premises”i) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee or beneficiary, as applicable, fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiarySubsidiary Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage as may be necessary to create a valid(and payment of any taxes or fees in connection therewith, perfected Lien (subject to no liens other than Permitted Liens) against the properties purported to be covered thereby; (2) mortgagee’s title insurance policies provided that in favor of the Collateral Agentjurisdictions that impose mortgage recording taxes, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders such Mortgage shall not secure indebtedness in an amount equal to exceeding 100% of the Fair Market Value fair market value of the Premises purported to be covered by the related MortgagePremises, insuring that title to such property is indefeasible and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsements, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereon;as (31) with respect to each of the covered Premises constituting processing plants, within 150 days of the Issue Date (2) with respect to Premises which constitute hog farms (“Farm Premises”) with an aggregate value of gross property, plant and equipment before depreciation (as reflected in the Company’s financial records, “Gross PPE”) equal to at least 75% of the total Gross PPE of all of the Farm Premises as of May 3, 2009, within 150 days of the Issue Date, and (3) with respect to the remaining Farm Premises, within 320 days of the most recent survey Issue Date; (ii) the Collateral Agent shall have received an ALTA policy of title insurance (or commitment to issue such a policy having the effect of a policy of title insurance), which shall (A) be in an aggregate amount equal to the principal amount of the Securities (to be proportionally allocated among the Premises for which title insurance is required hereunder); (B) be issued at ordinary rates; (C) insure or commit to insure that the Mortgages insured thereby create valid and enforceable first priority liens and security interests in the real properties described therein, free and clear of all defects and encumbrances, except for the Permitted Liens; (D) name the Collateral Agent for the benefit of all of the Holders and the Trustee (and to the extent set forth in the Collateral Documents and the Intercreditor Agreements, the lenders under the Rabobank Term Loan) as the insured thereunder; (E) be in the form of ALTA Loan Policy – 2006 (or equivalent policies); (F) contain such affirmative coverage as are customary in a transaction of this type and the following endorsements, to the extent available in a particular jurisdiction and applicable to the particular real property: Variable Rate; Environmental Protection Lien; Restrictions, Encroachments, Minerals; Future Advance – Priority; Future Advance – Letter of Credit; Access and Entry; Multiple Tax Parcel; Contiguity; First Loss – Multiple Parcels Transaction; Doing Business; Revolving Credit; Usury; Waiver of Arbitration; Address; Mortgage Recording Tax; Pro Tanto; (which endorsement shall provide, among other things, that (i) notwithstanding that the amount of the title insurance policy in favor of the Collateral Agent that covers the applicable Premises and the amount of the title insurance policy provided pursuant to ABL Credit Facility covering the same Premises shall each be equal to the amount allocated to such Premises pursuant to clause (A) above, the aggregate amount of title insurance available (1) with respect to each of the Premises constituting processing plants, within 150 days of the Issue Date, (2) with respect to Farm Premises with a Gross PPE equal to at least 75% of the total Gross PPE of all of the Farm Premises, together within 150 days of the Issue Date, and (3) with either respect to the remaining Farm Premises, within 320 days of the Issue Date; provided that with respect to any Farm Premises with such notation as title insurance shall not be required in Schedule I hereto, the Company and the Subsidiary Guarantors shall only be required to deliver a title report. The Collateral Agent shall receive evidence that all premiums in respect of title policies or commitments, title search reports, all charges for mortgage recording tax and all related expenses, if any, have been paid; (iii) the Company shall, or shall cause its Subsidiary Guarantors to, deliver to the Collateral Agent, prior to or at the same time as delivery of the title policies or commitments or title search reports referred to in clause (ii) above, a copy of all recorded documents referred to, or listed as exceptions to title in such title policies and a copy of all other material documents affecting the Premises; (iv) the Company shall, or shall cause its Subsidiary Guarantors to, deliver to the Collateral Agent, with respect to each of the Premises, (i) an updated ALTA survey certification prepared and certified to the Collateral Agent by a qualified surveyor or (ii) an existing survey if one exists on the Issue Date, with no change affidavit only if the Title Company agrees to remove general survey exceptions and issue comprehensive, address, survey and access endorsements on the title policy delivered pursuant to clause (ii) above, or in favor the alternative with respect to the Farm Premises, an existing survey if one exists on the Issue Date, or copies of plats, mapping data and information or property reports which shall provide reasonable evidence that the hog farms and all related improvements are located on the land owned by the Company or the Subsidiary Guarantors, with commercially reasonable efforts to obtain survey endorsements with respect to the title insurance policies on such Farm Premises (to the extent title insurance is required), as follows: (i) with respect to each of the Premises constituting processing plants, within 150 days of the Issue Date, (ii) with respect to Farm Premises with an aggregate value of Gross PPE equal to at least 75% of the total Gross PPE of all of the Farm Premises, within 150 days of the Issue Date, and (iii) with respect to the remaining Farm Premises, within 320 days of the Issue Date, and (v) the Company shall, or shall cause its Subsidiary Guarantors to, deliver to the Collateral Agent, with respect to each of the Premises, an opinion of counsel in the state in which the Premises are located, and an opinion of counsel in the jurisdiction of incorporation or organization of each Subsidiary Guarantor entering into a Mortgage, in form and substance, and from counsel, reasonably satisfactory to the Trustee and the Collateral Agent from Agent, and zoning reports, such other information, documentation, instruments, certifications and agreements, as are customary in a transaction of this type, as may be reasonably required by the applicable surveyor stating thatRepresentative, based on a visual inspection as follows: (1) with respect to each of the property Premises constituting processing plants, within 150 days of the Issue Date, (2) with respect to Farm Premises with an aggregate value of Gross PPE equal to at least 75% of the total Gross PPE of all of the Farm Premises, within 150 days of the Issue Date, and (3) with respect to the remaining Farm Premises, within 320 days of the Issue Date. (b) Notwithstanding anything to the contrary in subsection (a) above, in the event the Company and the knowledge Subsidiary Guarantors cannot, with respect to any Farm Premises owned on the Issue Date (“Removed Farm Premises”) satisfy the delivery requirements as provided in clauses (i) through (v) under subsection (a) above after using commercially reasonable efforts to do so, they shall not be deemed to be in default of their obligations under such clauses if, within the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parenttime periods required above, the Company and the GuarantorsSubsidiary Guarantors deliver the items described in clauses (i) through (v) under subsection (a) above with respect to one or more substitute properties of substantially comparable quality and utility and which in the aggregate have a Gross PPE equal to or greater than the Removed Farm Premises, provided that if, within the 320 day time period referred to above the Company and the Subsidiary Guarantors are in compliance with subsection (a) above with respect to the Farm Premises which shall have an aggregate Gross PPE of equal to or greater than 85% of the total Gross PPE of all Farm Premises, then a Default shall not be deemed to occur if the Company and the Subsidiary Guarantors are unable to satisfy the requirements of subsection (a) with respect to additional Farm Premises so long as the case may be, stating that there has been no change sufficient for Company and the title insurance company Subsidiary Guarantors continue to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory use commercially reasonable efforts to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by satisfy such 90th day certifying that all items in this Section 4.24 have been deliveredrequirements.

Real Estate Mortgages and Filings. (a) With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) (a) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess date of $500,000 and with respect to any such property to be the indenture or (b) acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date date of the indenture, in each case with a purchase price in excess of $500,000 (within 90 days or Fair Market Value as of the acquisition thereof)date of the indenture, as applicable, greater than $2.5 million, the Ultimate Parent Company shall deliver to the Collateral Agent (subject to the terms i) within 90 days of the Intercreditor Agreement):date of the indenture in the case of clause (a), or (ii) within 90 days of the acquisition thereof in the case of clause (b), the following: (1) as mortgagee, or as beneficiary under a deed of trust, fully executed counterparts of recordable mortgages or deeds of trust, as the case may be (each, a “Mortgage,” and, collectively the “Mortgages”), each duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiary, and dated as of a date on or prior to the delivery of such Mortgage, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings recordation of such Mortgage as may be necessary in the appropriate county clerk’s office in order to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties Premises purported to be covered thereby;; and (2) mortgagee’s mortgagee policies of title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee Trustee, the Collateral Agent and the Holders of Notes in an amount equal to the purchase price (for Premises acquired after the date of this Indenture), or 100% of the Fair Market Value (for Premises owned by the Company of a Domestic Subsidiary on the date of the indenture), insuring that title to the Premises purported to be covered by the related Mortgage, insuring that title to such property Mortgage is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, other customary endorsements and shall be accompanied by evidence of the payment in full of all premiums thereon;; and shall be accompanied by evidence of the payment in full of all premiums thereon (3) with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent effect that such Mortgage is sufficient to constitute a valid lien on the property subject to the Mortgage, and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been delivered.

Real Estate Mortgages and Filings. With respect to any real property other than fee interest in any Premises owned by the Disposal Well Assets and Excluded Issuer or a Guarantor on the Issue Date or acquired by the Issuer or a Guarantor after the Issue Date that forms a part of the Collateral (individually and collectively, the “Premises”) owned by any New Parent), the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the Issue Date or the date of acquisition thereof(or such longer period as may be permitted under the Senior Credit Facility), the Ultimate Parent as applicable: (a) The Issuer or such Guarantor shall deliver to the Notes Collateral Agent (subject to Agent, as mortgagee or beneficiary, as applicable, for the terms ratable benefit of itself and the Intercreditor Agreement): (1) Holders, fully executed counterparts Mortgages, in accordance with the requirements of Mortgagesthis Indenture and/or the Collateral Documents, duly executed by any New Parent, the Parent, the Company Issuer or the applicable Domestic Subsidiarysuch Guarantor, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien (Lien, with the priority required by this Indenture, the Collateral Documents and the Intercreditor Agreement, subject to no liens Liens, defects and encumbrances, other than Permitted Liens) , against the properties purported to be covered thereby; (2b) the Notes Collateral Agent shall have received mortgagee’s title insurance policies in favor of the Notes Collateral Agent, as mortgagee for and its successors and/or assigns, in the ratable benefit of form necessary, with respect to the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises property purported to be covered by the related Mortgageapplicable Mortgages, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage Mortgages constitute valid Liens thereon thereon, with the priority required by this Indenture, the Collateral Documents and the Intercreditor Agreement, free and clear of all Liens, defects and encumbrances encumbrances, other than Permitted Liens together with typical endorsementsLiens. All such title policies to be in amounts equal to 110% of the estimated Fair Market Value of the Premises covered thereby, coinsurance and reinsurance such policies shall also include, to the extent available, all such endorsements as shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the Issuer or the applicable Guarantor of all premiums thereon;thereon (or that satisfactory arrangements for such payment have been made); and (3c) the Issuer or the Guarantors shall deliver to the Notes Collateral Agent (x) with respect to each of the covered Premises owned on the Issue Date, such filings, surveys (and any updates or affidavits that the title company may reasonably require in connection with the issuance of the title insurance policies), local counsel opinions, opinions of counsel in the jurisdiction of organization of the owner of the applicable Premises, along with such other documents, instruments, certificates and agreements, and any other documents necessary to comply with Sections 11.06(a) and (b) and as the most recent survey Notes Collateral Agent and its counsel may reasonably request and (y) with respect to each of the Premises acquired after the Issue Date, such filings, surveys (and any updates or affidavits that the title company may reasonably require in connection with the issuance of the title insurance policies), along with such other documents, instruments, certificates and agreements, and any other documents necessary to comply with Sections 11.06(a) and (b) and to perfect the Notes Collateral Agent’s security interest, with the Lien priority required by this Indenture, the Collateral Documents and the Intercreditor Agreement in such Premises, together with either (i) an updated survey certification such local counsel opinions, opinions of counsel in favor the jurisdiction of organization of the Trustee and the Collateral Agent from owner of the applicable surveyor stating thatPremises, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, other documents as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Notes Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredits counsel shall reasonably request.

Real Estate Mortgages and Filings. (a) With respect to any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) fee interest in any Premises owned by any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value or any fee interest in excess of $500,000 and with respect to any such property to be Premises acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor after the Issue Date with that forms a purchase price in excess part of $500,000 (the Collateral, within 90 180 days of the acquisition thereof)Issue Date or 45 days of the date of acquisition, as applicable: (1) the Ultimate Parent Company or such Guarantor shall deliver to the Collateral Agent (subject to Agent, as mortgagee or beneficiary, as applicable, for the terms ratable benefit of itself and the Intercreditor Agreement): (1) Holders, fully executed counterparts of Mortgages, in accordance with the requirements of this Indenture and/or the Collateral Documents, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiarysuch Guarantor, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage Mortgages (and payment of any taxes or fees in connection therewith), together with any fixture filings, as may be necessary to create a valid, perfected Lien (Lien, with the priority required by this Indenture, the Collateral Documents and the Intercreditor Agreements, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby;; and (2) mortgageethe Company or such Guarantor shall deliver to the Collateral Agent opinions of counsel qualified in the jurisdiction in which the subject Mortgage is granted as to, among other customary opinions, the enforceability of the subject Mortgage, and opinions of counsel qualified in the jurisdiction of organization of the owner of the applicable Premises covering the due authorization, execution and delivery of the applicable Mortgage, along with such other documents, instruments, certificates, affidavits and agreements to perfect the Collateral Agent’s security interest, with the Lien priority required by this Indenture, the Collateral Documents and the Intercreditor Agreements, as applicable, and as the Collateral Agent and its counsel may otherwise reasonably request. (b) Neither the Company nor any Guarantor is required to (i) obtain title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit Agent in respect of the Collateral Agent, the Trustee and the Holders in an amount equal any property subject to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible and that the interests created by the a Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsements, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereon; (3) with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from complete a survey of any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company property subject to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredMortgage.

Real Estate Mortgages and Filings. With respect to any (a) the real property other than the Disposal Well Assets and Excluded Collateral described on Schedule 1 attached hereto (individually and collectively, the “Current Premises”); (b) owned any fee interest in any individual real property acquired by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor after the Issue Date with (i) having a value (based on the purchase price plus actual improvement costs) of at least $1.5 million and (ii) owned by the Issuer or such Guarantor for 12 months (individually and collectively, the “After-Acquired Threshold Premises”) or (c) to the extent that the aggregate value of all real property owned by the Issuer and the Guarantors (based on the purchase price plus actual improvement costs), excluding both the Current Premises and the After-Acquired Threshold Premises, not then subject to a Mortgage in excess favor of the Collateral Agent (the “Sub-Threshold Properties”) exceeds $500,000 10.0 million in the aggregate, any fee interest in any one or more Sub-Threshold Properties such that the remaining Sub-Threshold Properties have an aggregate value of not more than $10.0 million; provided that the Issuer may select the individual Sub-Threshold Properties to become subject to a Mortgage in its sole discretion (any such Sub-Threshold Properties so selected by the Issuer, together with the Current Premises and the After-Acquired Threshold Premises, the “Premises”), as soon as reasonably practicable but in any event within 90 days of the acquisition thereof)Issue Date, in the Ultimate Parent case of the Current Premises, and as soon as reasonably practicable but in any event within 90 days of the date such Premises meets the requirements of clauses (b) or (c) above, as applicable: (1) the Issuer or the applicable Guarantor shall deliver to the Collateral Agent (subject to Agent, as mortgagee or beneficiary, as applicable, for the terms ratable benefit of itself and the Intercreditor Agreement): (1) Holders, fully executed counterparts of Mortgages, each dated within 90 days of the Issue Date or the date such Premises met the requirements of clauses (b) or (c) of this Section 10.05, as applicable, duly executed by any New Parent, the Parent, the Company Issuer or the applicable Domestic SubsidiaryGuarantor, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien (at least second-priority Lien, subject to no liens other than Permitted Liens) , against the properties Premises purported to be covered thereby; (2) the Collateral Agent shall have received mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for and its successors and/or assigns, in the ratable benefit of form necessary, with respect to the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises property purported to be covered by the related Mortgageapplicable Mortgages, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage Mortgages constitute valid and at least second priority Liens thereon free and clear of all Liens, defects and encumbrances encumbrances, other than Permitted Liens together with typical endorsementsLiens, coinsurance all such title insurance policies to be in amounts equal to 110% of the estimated fair market value of the Premises covered thereby, and reinsurance such policies shall also include, to the extent available, all such endorsements as shall be reasonably required and shall be accompanied by evidence of the payment in full of all premiums thereon;thereon (or that satisfactory arrangements for such payment have been made); and (3) the Issuer or the applicable Guarantor shall deliver to the Collateral Agent, with respect to each of the covered Premises, such filings, surveys (and any updates or affidavits that the most recent survey title company may reasonably require in connection with the issuance of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from policies), local counsel opinions, flood hazard determinations and special regulatory counsel any required flood insurance, along with such other documents, instruments, certificates, agreements, and any other documents necessary to comply with clauses (1) and (2) above and to perfect the Collateral Agent’s security interest and second priority Lien in each state where a Premises is located in form and substance reasonably satisfactory such Premises. Notwithstanding anything to the Collateral Agent and covering typical matters concerning collateralcontrary, including without limitationif, the enforceability within 90 days of the relevant Mortgages; and Issue Date the Issuer and the Guarantors are in compliance with clauses (51) an Officers’ Certificate by through (3) above with respect to some, but not all, of the Current Premises, a Default shall not be deemed to occur if the Current Premises for which the Issuer and the Guarantors have complied with the foregoing clauses represent equal to or greater than 90% of the aggregate gross value of all Current Premises (based on the purchase price plus actual or projected improvement costs), so long as the Issuer and the Guarantors continue to use commercially reasonable efforts to satisfy such 90th day certifying that all items in this Section 4.24 have been deliveredrequirements.

Real Estate Mortgages and Filings. With respect to any fee interest (a) in the Mortgaged Real Estate (as such term is defined under the New Credit Facility) or (b) in any real property other acquired by the Company or a Domestic Subsidiary after the Issue Date, in each case with a purchase price greater than the Disposal Well Assets and Excluded Collateral $1.0 million (individually and collectively, the “Premises”) owned by any New Parent, the Parent), the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent shall deliver to the Collateral Agent (subject to the terms y) within 90 days of the Intercreditor Agreement):Issue Date in the case of clause (a), or (z) within 90 days of the acquisition thereof in the case of clause (b), the following: (1i) as mortgagee, fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2ii) mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders Agent in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, other customary endorsements and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3iii) with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i1) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii2) an affidavit from any New Parent, the Parent, Issuers or the Company and the Guarantorsapplicable Guarantor, as the case may beapplicable, stating that there has been no change sufficient change, other than, in each case, changes that do not materially adversely affect the use by the Issuers or Guarantor, as applicable, of such Premises for the title insurance company Issuers’ or such Guarantor’s business as so conducted, or intended to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateralbe conducted, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by at such 90th day certifying that all items in this Section 4.24 have been deliveredPremises.

Real Estate Mortgages and Filings. With respect On or prior to the date which is seven (7) days after the Issue Date and at no cost or expense to the Trustee or the Holders: (a) the Company shall utilize its best efforts to deliver to the Trustee fully-executed counterparts of Mortgages in form and substance reasonably acceptable to the Initial Purchaser and its counsel for all real property owned in fee by the Company listed on Schedule 4.25(a) attached hereto and made a part hereof; provided, however, that the Company cannot provide assurances to the Holders that it will be able to provide security interests in any real property other than the Disposal Well Assets and Excluded Collateral on which XxXxxxxx'x Corporation has a prior lien (individually and collectively, the “"Premises”"); provided, further, that to the extent the Trustee obtains a security interest in any such Premises, such security interests will be subordinated to first mortgage liens in favor of XxXxxxxx'x Corporation; (b) owned by in the event the Trustee obtains any New Parentsuch Mortgage, the ParentTrustee shall have received commitments for Mortgage Title Insurance Policies from a company, and in form and substance reasonably acceptable to the Initial Purchaser and its counsel, insuring the Liens of such Mortgages as valid and enforceable Liens on the real estate collateral described in such Mortgages and related to each of the covered Premises; (c) in the event the Trustee obtains any such Mortgage, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) fully executed counterparts of MortgagesTrustee, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (subject to no liens other than Permitted Liens) against the properties purported to be covered thereby; (2) mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsements, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereon; (3) with respect to each of the covered Premises, such other documents, instruments, filings, surveys, local counsel opinions, certificates and agreements as the most recent survey of such Premises, together Trustee shall reasonably request; and (d) the Company shall use its best efforts to cooperate with either (i) an updated survey certification in favor of the Trustee and the Existing Notes Trustee to effect the priority of the application of proceeds from the exercise of the Trustee's rights and remedies under the Notes Intercreditor Agreement. The Trustee and Collateral Agent from shall be authorized to enter into a Subordination Agreement with respect to any Premises designated in writing by the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredCompany.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “"Premises”") (a) owned by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or (b) acquired by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary after the Issue Date Date, with (i) a purchase price or (ii) as of the Issue Date, with a Fair Market Value, of greater than $500,000, on the Issue Date in excess the case of $500,000 clause (a) and within 90 days of the acquisition thereof), thereof in the Ultimate Parent case of clause (b): (1) the Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee, fully executed counterparts of Mortgages, each dated as of the Issue Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Restricted Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Company shall deliver to the Collateral Agent mortgagee’s 's title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, a revolving credit endorsement and such other endorsements as the Collateral Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, Guarantors stating that there has been no change sufficient change, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the title insurance company Company or such Guarantor's business as so conducted, or intended to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateralbe conducted, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by at such 90th day certifying that all items in this Section 4.24 have been deliveredPremises.

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets and Excluded Collateral Real Property (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company PES or a Domestic Subsidiary (other than Unrestricted Subsidiaries) on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company PES or a Domestic Subsidiary (other than Unrestricted Subsidiaries) after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent ): (1) PES shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee, fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company PES or the applicable Domestic Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) PES shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical customary endorsements, coinsurance and reinsurance and shall be accompanied by evidence of typical for the payment in full of all premiums thereonapplicable jurisdiction; (3) PES shall deliver to the Collateral Agent, to the extent provided to any First Lien Agent, with respect to each of the covered Premises, the most recent survey of such PremisesPremises prepared on or on behalf of PES, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, PES stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the customary endorsements;; and (4) PES shall deliver an opinion opinion(s) of counsel of PES confirming that the Mortgages and Security Documents create a Lien on the Premises purported to be covered by the related Mortgage, which shall be from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate in each case, using commercially reasonable efforts to comply with the foregoing by such 90th day certifying that all items the Issue Date but, in this Section 4.24 have been deliveredany event, no later than 90 days thereafter.

Real Estate Mortgages and Filings. (a) With respect to any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) Material Real Property owned by any New Parent, the Parent, the Company an Issuer or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New ParentDate, the Parent, following items will be delivered to the Company Collateral Trustee within 120 days thereafter (or a Domestic Subsidiary after such longer period as the Issue Date with a purchase price in excess of $500,000 Collateral Trustee may agree): (within 90 days of 1) the acquisition thereof), the Ultimate Parent Issuer or applicable Guarantor shall deliver to the Collateral Agent (subject to Trustee, as mortgagee or beneficiary, as applicable, for the terms ratable benefit of itself and the Holders of the Intercreditor Agreement): (1) Notes and any future Junior Lien Debt, fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiary, a Mortgage (together with applicable real estate subordination and priority agreements related thereto) and reasonably satisfactory evidence of the completion (or reasonably satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected Lien (with the priority required by the Collateral Trust Agreement, subject to no liens other than Permitted Liens) , against the properties property purported to be covered therebythereby as security for the Junior Lien Obligations; (2) the Collateral Trustee shall have received mortgagee’s title insurance policies in favor of the Collateral AgentTrustee, as mortgagee for and its successors and/or assigns, in the ratable benefit of form necessary, with respect to the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises property purported to be covered by the related Mortgageapplicable Mortgages, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage Mortgages constitute valid Liens thereon (with the priority required by the Collateral Trust Agreement) free and clear of all Liens, defects and encumbrances other than Permitted Liens together Liens; provided, however, unless delivered to the collateral agent in respect of any other Junior Lien Debt, no such title insurance policies will be required to be delivered with typical endorsementsrespect to any Mortgage where the property encumbered thereby consists primarily of easements, coinsurance rights of way, licenses and reinsurance other similar possessory and use instruments. All such title policies shall be in amounts equal to 110% of the estimated Fair Market Value of the Premises covered thereby, and such policies shall include, to the extent available at a commercially reasonable premium, all endorsements as shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the Issuer or the applicable Guarantor of all premiums thereonthereon (or that satisfactory arrangements for such payment have been made); (3) an Opinion of Counsel, from local counsel in the jurisdiction where each property subject to the Mortgages is required by the Collateral Trust Agreement is located, with respect to each of the covered PremisesMortgages and fixture filings, that the most recent survey of such Premises, together with either applicable Mortgage (i) an updated survey certification in favor of the Trustee has been duly authorized, executed and the Collateral Agent from delivered by the applicable surveyor stating thatIssuer or Guarantor, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) is an affidavit from any New Parent, enforceable agreement against the Parent, the Company and the Guarantorsapplicable Issuer or Guarantor, as the case may be, stating that there has been no change sufficient for and (iii) creates a valid, perfected Lien with respect to the title insurance company to remove all standard survey exceptions and issue Material Real Property described in the endorsementsMortgage; (4) an opinion from local counsel the Issuers shall, or shall cause the Guarantors to, deliver to the Collateral Trustee or the title company, as applicable, such filings, surveys (or any updates or affidavits that the title company may reasonably require in connection with the issuance of the title insurance policies), fixture filings and special regulatory counsel such other documents, instruments, certificates, agreements and/or other documents as reasonably required to perfect the Collateral Trustee’s security interest, in each state where a Premises is located case in form and substance reasonably satisfactory to the Collateral Agent Trustee; (5) the title insurance company shall have received, with respect to the applicable Mortgage, such affidavits, certificates, information (including publicly-available financial data) and covering typical matters concerning collateral, instruments of indemnification (including without limitation, a so-called “gap” indemnification) as shall be reasonably requested by the enforceability of title insurance company to issue the relevant Mortgagesmortgagee’s title insurance policies contemplated above; and (56) with respect to items (1)-(5) above, the Collateral Trustee shall have no duty or obligation to review the contents thereof and shall receive such items solely as a repository on behalf of the Holders. (b) With respect to any Material Real Property acquired by an Officers’ Certificate Issuer or a Guarantor after the Issue Date which is required to be mortgaged to the Collateral Trustee within 120 days after the date of acquisition (or such longer period as the Collateral Trustee may agree): (1) the applicable Issuer or Guarantor shall deliver to the Collateral Trustee, as mortgagee or beneficiary, as applicable, for the ratable benefit of itself and the Holders of the Notes and any future Junior Lien Debt, fully executed counterparts of Mortgages (together with applicable real estate subordination and priority agreements related thereto), in accordance with the requirements of this Indenture and/or the Security Documents duly executed by such 90th day certifying Issuer or Guarantor, together with reasonably satisfactory evidence of the completion (or reasonably satisfactory arrangements for the completion) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected Lien with the priority required by the Collateral Trust Agreement, subject to Permitted Liens, against the property purported to be covered thereby as security for the Junior Lien Obligations; (2) the Collateral Trustee shall have received mortgagee’s title insurance policies in favor of the Collateral Trustee, and its successors and/or assigns, in the form necessary, with respect to the property purported to be covered by the applicable Mortgages, to insure that the interests created by the Mortgages constitute valid Liens thereon (with the priority required by the Collateral Trust Agreement) free and clear of all items Liens, defects and encumbrances other than Permitted Liens; provided, however, unless delivered to the collateral agent in this Section 4.24 respect of any other Junior Lien Debt, no such title insurance policies will be required to be delivered with respect to any Mortgage where the property encumbered thereby consists primarily of easements, rights of way, licenses and other similar possessory and use instruments. All such title policies shall be in amounts equal to 110% of the estimated Fair Market Value of the Premises covered thereby, and such policies shall include, to the extent available at a commercially reasonable premium, all endorsements as shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the applicable Issuer or Guarantor of all premiums thereon (or that satisfactory arrangements for such payment have been deliveredmade); (3) the Issuers shall, or shall cause the Guarantors to, deliver to the Collateral Trustee or the title company, as applicable, such filings, surveys (or any updates or affidavits that the title company may reasonably require in connection with the issuance of the title insurance policies), fixture filings and such other documents, instruments, certificates, agreements and/or other documents necessary to comply with clauses (1) and (2) above and to perfect the Collateral Trustee’s security interest and (with the priority required by the Collateral Trust Agreement) Lien in such acquired covered Premises, together with local counsel opinions in the jurisdiction where each property subject to the Mortgage is located, with respect to the Mortgage, fixture filings and other matters reasonably requested by Collateral Trustee, in each instance in form and substance reasonably satisfactory to the Collateral Trustee; and (4) with respect to items (1)-(3) above, the Collateral Trustee shall have no duty or obligation to review the contents thereof and shall receive such items solely as a repository on behalf of the Holders.

Real Estate Mortgages and Filings. With respect to any (a) Issue Date Real Property or (b) any fee interest in any real property other that is acquired by the Company or any Domestic Restricted Subsidiary after the Issue Date which has (A) a purchase price or (B) fair market value, greater than the Disposal Well Assets $500,000 (such real property referred to in clauses (A) and Excluded Collateral (B), individually and collectively, the “Premises”) owned by any New Parent"PREMISES"), the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof)Issue Date or the acquisition, as applicable, the Ultimate Parent Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement):Agent: (1a) as mortgagee, fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company or the applicable any Domestic Restricted Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties Premises purported to be covered thereby; (2b) to the extent practicable, mortgagee’s 's title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders Agent in an amount equal to 100% of the Fair Market Value fair market value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsand a standard survey exception, coinsurance and reinsurance such policies shall also include, to the extent available, other customary endorsements and shall be accompanied by evidence of the payment in full of all premiums thereon; (3c) to the extent that a standard survey exception is not contained in the mortgagee's title policy delivered in accordance with clause (b) above, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, Company's or the Company and the Guarantors, as the case may be, applicable Domestic Restricted Subsidiary stating that there has been no change sufficient change, other than, in each case, changes that do not materially adversely affect the use by the Company or the applicable Domestic Restricted Subsidiary of such Premises for the title insurance company Company's or the applicable Domestic Restricted Subsidiary's business as so conducted, or intended to remove all standard survey exceptions and issue the endorsements;be conducted, at such Premises; and (4d) to the extent obtained by the First Priority Agent, an opinion from local counsel and special regulatory counsel in each state jurisdiction where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical such matters concerning collateralas Collateral Agent may reasonably request, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been delivered.

Real Estate Mortgages and Filings. With respect to any fee interest in (x) any real property other than Excluded Assets or (y) any real property which is subject to a Permitted Lien described in clause (1) of the Disposal Well Assets and Excluded Collateral definition thereof (individually and collectively, the “Premises”) (a) owned by the Issuer or any New Parent, of the Parent, the Company or a Domestic Subsidiary Guarantors on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or (b) acquired by the Issuer or any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor after the Issue Date with a purchase price Date, in excess each case, within ninety (90) days of $500,000 the Issue Date, in the case of clause (a), or within 90 ninety (90) days of the acquisition thereof), in the Ultimate Parent case of clause (b): (1) the Issuer shall deliver to the Collateral Agent (subject to Agent, as mortgagee for the terms ratable benefit of the Intercreditor Agreement): (1) Collateral Agent, the Trustee and the Holders, fully executed counterparts of MortgagesMortgages (which Mortgages shall be substantially in the form of Exhibit H hereto with such modifications as may be necessary or advisable under applicable law in the jurisdiction where the applicable real property is located), duly executed by any New Parent, the Parent, the Company Issuer or the applicable Domestic SubsidiarySubsidiary Guarantor, and corresponding fixture filings, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage Mortgages and corresponding UCC fixture filings as may be necessary to create a valid, perfected Lien (Liens, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Issuer shall deliver to the Collateral Agent (i) mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for (x) with respect to such Premises described in clause (a) above, in an aggregate amount equal to the ratable benefit principal amount of the Collateral AgentNotes and (y) with respect to any Premises described in clause (b) above, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value fair market value of the Premises purported to be covered by the related Mortgage, in each case, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available in the applicable jurisdiction, customary endorsements or such endorsements as the Collateral Agent may reasonably request, and shall be accompanied by evidence of the payment in full of all premiums thereonthereon and (ii) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required to induce the title insurer to issue the title insurance policies and endorsements referenced herein with respect to each of the Premises; (3) the Issuer shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey all existing surveys of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory the Issuer shall deliver to the Collateral Agent a standard flood hazard determination form with respect to each of the covered Premises, prepared by a flood determination company of national standing stating whether or not any portion of such Premises is in a federally designated special flood hazard area and, if such Premises are located in a federally designated special flood hazard area, the Issuer or Subsidiary Guarantor, as applicable, which owns such Premises shall keep the improvements on the Premises insured against loss by flood in an amount at least equal to the outstanding Obligations or the maximum limit of coverage available with respect to such improvements under the applicable Federal statute, whichever is less; (5) the Issuer shall deliver to the Collateral Agent Opinions of Counsel in the jurisdictions where such Premises are located and Opinions of Counsel in the jurisdictions of formation of the Issuer and of the applicable Subsidiary Guarantor entering into the relevant Mortgages, in each case covering typical such matters concerning collateralas may be customary for transactions of this type and such other matters as the Collateral Agent and Trustee may reasonably request, including including, without limitation, the enforceability of the relevant Mortgages; and (56) an Officers’ Certificate the Issuer shall deliver to the Collateral Agent such other information, documentation and certificates as may be reasonably required by the Collateral Agent or as may be necessary in order to create a valid, perfected first and subsisting Lien, subject to Permitted Liens, against the properties covered by the Mortgages. With respect to any Premises which is subject to a Mortgage in favor of the Collateral Agent solely as a result of the requirement in clause (y) of the preceding paragraph, the Issuer may request that the Collateral Agent terminate such 90th day certifying that Mortgage upon the release of all items such Permitted Liens on such Premises described in this Section 4.24 have been deliveredsuch clause (y).

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company Issuers or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or acquired by any New Parent, the Parent, the Company Issuers or a Domestic Subsidiary Guarantor after the Issue Date with a purchase price in excess of $500,000 Date: (within 90 days of a) the acquisition thereof), the Ultimate Parent Issuers shall deliver to the Senior Lien Collateral Agent (subject to the terms Agent, as mortgagee or beneficiary as applicable, on behalf of the Intercreditor Agreement): (1) Holders, copies of fully executed counterparts of Mortgages, duly executed executed, acknowledged and filed by any New Parent, the Parent, the Company Issuers or the applicable Domestic SubsidiaryGuarantor, and in form suitable for filing or recording, in all filing or recording offices that the Issuers shall deem reasonably necessary or in their reasonable judgment desirable in order to create a valid first and subsisting first priority Lien on the Premises described therein in favor of the Senior Lien Collateral Agent for the benefit of the Holders, subject only to Permitted Liens, together with evidence of the completion (or satisfactory arrangements for the completion), payment of all recordings filing fees and filings of such Mortgage as may be taxes (including mortgage recording taxes) in connection therewith, and evidence that all other actions necessary to create a valid, perfected Lien (subject to no perfect and protect the liens other than Permitted Liens) against secured by the properties purported to be covered therebyMortgages have been taken; (2b) the Senior Lien Collateral Agent shall have received mortgagee’s title insurance policies or binding commitments to issue such policies from First American Title Insurance Company or another nationally recognized title company in favor of the Senior Lien Collateral Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of the Collateral AgentHolders, in the Trustee amounts and in the Holders in an amount equal form necessary, with respect to 100% of the Fair Market Value of the Premises purported to be covered by the related such Mortgage, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage constitute valid first priority Liens thereon free and clear of all other Liens, defects and encumbrances other than Permitted Liens together with typical Liens, and such policies shall also include, to the extent available, such other endorsements, coinsurance and reinsurance as may be reasonably requested in a timely manner by the Required Holders and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3c) the Issuers shall, or shall cause the Guarantors to, deliver to the Senior Lien Collateral Agent with respect to each of (x) the Premises owned on the Issue Date and (y) the Premises acquired after the Issue Date, (A) American Land Title Association/American Congress on Surveying and Mapping form surveys (including any updates or affidavits that the title company may reasonably require in connection therewith), (B) local counsel opinions for the benefit of the Senior Lien Collateral Agent, the Holders, and the Trustee, (C) fixture filings and (D) such other documents, instruments, certificates and agreements as are identified in the closing or annual Opinion of Counsel to the Issuers in order to comply with clauses (1) and (2) above and to perfect the Senior Lien Collateral Agent’s security interest in such covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been delivered.

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets and Excluded Collateral a leasehold (individually and collectively, the “"Premises”") owned acquired by any New Parent, the Parent, the Company or a any Domestic Restricted Subsidiary on after the Issue Date with a Fair Market Value in excess of greater than $500,000 and with respect to any such property to be acquired by any New Parent, 1.0 million on the Parent, date of acquisition: (1) the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee, fully executed counterparts of Mortgages, each dated as of the date of acquisition of such property, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Collateral Agent shall have received mortgagee’s 's title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal amounts and in form and substance and issued by insurers reasonably acceptable to 100% of the Fair Market Value of Collateral Agent, with respect to the Premises property purported to be covered by the related such Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, a revolving credit endorsement and such other endorsements as necessary and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premisesfilings, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating thatsurveys, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel opinions and special regulatory counsel in each state where a Premises is located in form fixture filings, along with such other documents, instruments, certificates and substance reasonably satisfactory to agreements as the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredits counsel shall reasonably request.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary after the Issue Date Date, with a purchase price in excess of greater than $500,000 (1,000,000, within 90 days of the acquisition thereof), : (1) the Ultimate Parent Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) fully Agent, as mortgagee, fully-executed counterparts of Mortgages, each dated as of the Issue Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Restricted Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Company shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsements, coinsurance Liens; and reinsurance and shall be accompanied by evidence Table of the payment in full of all premiums thereon;Contents (3) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, Guarantors stating that there has been no change sufficient change, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the title insurance company Company or such Guarantor’s business as so conducted, or intended to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateralbe conducted, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by at such 90th day certifying that all items in this Section 4.24 have been deliveredPremises.

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets or any Oil and Excluded Collateral Gas Properties (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary (other than Unrestricted Subsidiaries) on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property Premises to be acquired by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary (other than Unrestricted Subsidiaries) after the Issue Date with a purchase price in excess of $500,000 Date: (within 90 days of the acquisition thereof), the Ultimate Parent 1) The Issuer shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee, fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company Issuer or the applicable Domestic Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties Premises purported to be covered thereby; (2) The Issuer shall deliver to the Collateral Agent mortgagee’s title insurance policies or title opinions (as applicable) in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 10090% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable or opining to the title of such property, as applicable, and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical customary endorsements, coinsurance and reinsurance typical for the applicable jurisdiction and shall be accompanied by evidence of the payment in full of all premiums thereon; (3) The Issuer shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such PremisesPremises prepared on or on behalf of the Issuer, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company Issuer and the Guarantors, as the case may be, Guarantors stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the customary endorsements; (4) The Issuer shall deliver to the Collateral Agent, with respect to each of the covered Premises, all abstracts of title, title reports to other title information conducted on behalf of the Issuer with respect to the Premises and any reserve reports relating to Hydrocarbon Interests attributable to or included in the Collateral; and (5) The Issuer shall deliver an opinion opinion(s) of approved counsel of the Issuer confirming that the Mortgages and Security Documents create a Lien, subject only to Permitted Liens, on all Collateral, which shall be from local counsel and or special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate in each case, using commercially reasonable efforts to comply with the foregoing by such 90th day certifying that all items the Issue Date but, in this Section 4.24 have been deliveredany event, no later than 60 days thereafter.

Real Estate Mortgages and Filings. With respect to any fee interest in certain real property other than interests identified in a schedule to the Disposal Well Assets and Excluded Collateral Indenture (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor after the Issue Date with a purchase price in excess of $500,000 (within 90 days that forms part of the acquisition thereof), Collateral: (1) the Ultimate Parent Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee or beneficiary, as applicable, fully executed counterparts of Mortgages, each dated as of the Issue Date or, if later, the date such property is pledged to secure the Obligations, in accordance with the requirements of the Indenture and/or the Collateral Documents, duly executed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiarySubsidiary Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected at least second-priority Lien (subject to no liens other than Permitted Liens) against the properties purported to be covered thereby; (2) the Collateral Agent shall have received mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of itself and the Collateral AgentTrustee, the Trustee and the Holders in an amount equal to 100% holders of the Fair Market Value Securities and holders of any Pari Passu Notes, in the Premises form necessary, with respect to the property purported to be covered by the related such Mortgage, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage constitute valid and at least second-priority Liens thereon on such property free and clear of all Liens, defects and encumbrances (other than Permitted Liens together with typical endorsementsLiens), coinsurance each such title insurance policy to be in an amount reasonably satisfactory to the Collateral Agent and reinsurance such policies shall also include such endorsements and affirmative coverages as shall be reasonably requested by the Collateral Agent and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) the Issuer shall cause each Subsidiary Guarantor to, deliver to the Collateral Agent, with respect to each of the covered Premises, such filings, surveys (or any updates or affidavits that the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, title company may reasonably require as the case may be, stating that there has been no change sufficient for necessary to issue the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from policies), local counsel opinions, landlord agreements and special regulatory counsel in each state where a Premises is located in form fixture filings, along with such other documents, instruments, certificates and substance reasonably satisfactory to agreements, as the Collateral Agent and covering typical matters concerning collateralits counsel shall reasonably require to create, including without limitation, evidence or perfect a valid and at least second-priority Lien on the enforceability of the relevant Mortgages; and property subject to each such Mortgage (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredsubject to Permitted Liens).

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) (a) owned by the Issuer or any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or (b) acquired by the Issuer or any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor after the Issue Date Date, in each case with a purchase price of greater than $5.0 million, on the Issue Date in excess the case of $500,000 clause (a) and within 90 days of the acquisition thereof), thereof in the Ultimate Parent case of clause (b): (1) the Issuer shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee, fully executed counterparts of Mortgages, each dated as of the Issue Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company Issuer or the applicable Domestic SubsidiaryGuarantor, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Issuer shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) the Issuer shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company Issuer and the Guarantors, as the case may be, Guarantors stating that there has been no change sufficient change, other than, in each case, changes that do not materially adversely affect the use by the Issuer or Guarantor, as applicable, of such Premises for the title insurance company Issuer or such Guarantor’s business as so conducted, or intended to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateralbe conducted, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by at such 90th day certifying that all items in this Section 4.24 have been deliveredPremises.

Real Estate Mortgages and Filings. With respect to any real property other than Mortgaged Property owned in fee by the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned by Company or any New Parent, the ParentSubsidiary Guarantor, the Company or a Domestic such Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New ParentGuarantor shall use commercially reasonable efforts to, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the later of (x) the Issue Date and (y) the acquisition thereof), the Ultimate Parent shall : (1) deliver to the Collateral Agent (subject to Trustee, as mortgagee, for the terms benefit of the Intercreditor Agreement): (1) Holders of the Notes, fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiarySubsidiary Guarantor, as the case may be, and corresponding UCC fixture filings, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage Mortgages and corresponding UCC fixture filings as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties Premises purported to be covered thereby; (2) deliver to the Collateral Trustee, (i) mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value fair market value of the Premises purported to be covered by the related MortgageMortgages, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available and issued at commercially reasonable rates, customary endorsements and shall be accompanied by evidence of the payment in full (or satisfactory arrangements for the payment in full) of all premiums thereon; thereon and (3ii) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title insurer to issue the title insurance policies and endorsements referenced herein with respect to each of the covered Premises; (3) other than with respect to any Premises owned by the Company or a Subsidiary Guarantor on the Issue Date, deliver to the Collateral Trustee either (i) new ALTA surveys or (ii) the most recent survey existing surveys of such Premises, together with either (iy) an updated survey certification in favor of the Collateral Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (iiz) an affidavit and/or indemnity from any New Parent, the Parent, the Company and or the Guarantorsapplicable Subsidiary Guarantor, as the case may be, stating that that, to its knowledge, there has been no change in the facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or such Subsidiary Guarantor, as applicable, of such Premises for the Company or such Subsidiary Guarantor’s business as so conducted at such Premises and in each case (i) and (ii), in form and substance sufficient for the title insurance company insurer issuing the title policies to remove all the standard survey and survey-related exceptions from such policies and issue the endorsementssurvey, survey-related, and other endorsements required pursuant to clause (2) above to such policy; (4) an opinion from local deliver opinions of counsel to the Collateral Trustee in the jurisdictions where such Premises are located and special regulatory counsel the jurisdiction of the Company or the applicable Subsidiary Guarantor, as the case may be, in each state where case, in form and substance customary in comparable financings, including, but not limited to, opinions stating that such Mortgage (i) has been duly authorized, executed and delivered by the Company or such Subsidiary Guarantor, (ii) constitutes a legal, valid, binding and enforceable obligation of the Company or such Subsidiary Guarantor and (iii) is in proper form for recording in order to create, when recorded in the appropriate recording office, a mortgage Lien on the property and a security interest in that part of the property constituting fixtures, and upon proper recording in the appropriate recording office, the Mortgage will make effective such Lien and security interest intended to be created thereby; (5) deliver to the Collateral Trustee FEMA Standard Flood Hazard Determinations with respect to each of the Premises, notice about special flood hazard area status and flood disaster assistance, and, in the event any such Premises is located in form a special flood hazard area, evidence of flood insurance; (6) such other information, documentation, and substance reasonably satisfactory certifications as may be necessary in order to create valid, perfected and subsisting Liens against the Collateral Agent and covering typical matters concerning collateral, including without limitation, Premises covered by the enforceability of the relevant Mortgages; and (57) deliver to the Collateral Trustee an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 the foregoing requirements have been deliveredsatisfied.

Real Estate Mortgages and Filings. With respect to any fee or ground lease interest in any real property other than located in the Disposal Well Assets and Excluded Collateral United States (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor after the Issue Date with a purchase price (if such acquired real property exceeds $1.0 million in excess of $500,000 fair market value): (within 90 days of 1) the acquisition thereof), the Ultimate Parent Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee or beneficiary, as applicable, fully executed counterparts of Mortgages, each dated as of the Issue Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiaryGuarantor, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage Mortgages (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Collateral Agent shall have received mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee itself and the Holders in an amount equal to 100% of the Fair Market Value of Notes in the Premises amounts and in the form necessary, with respect to the property purported to be covered by the related such Mortgage, insuring to ensure that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances encumbrances, other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, such other necessary endorsements and shall be accompanied by evidence of the payment in full of all premiums thereon;; provided that any such title insurance policies may be delivered up to 30 days after the date on which the surveys described in clause (3) below are delivered; and (3) the Company shall, or shall cause its Guarantors to, deliver to the Collateral Agent (x) with respect to each of the covered PremisesPremises owned on the Issue Date, such filings, surveys (or any updates or affidavits that the most recent title company may reasonably require in connection therewith), local counsel opinions and fixture filings, along with such other documents, instruments, certificates and agreements, as the initial purchasers and their counsel shall reasonably request; provided that any survey requested on or prior to the Issue Date may be delivered up to 60 days after the Issue Date, and (y) with respect to each of the covered Premises acquired after the Issue Date, such filings, surveys, instruments, certificates, agreements and/or other documents necessary to comply with clauses (1) and (2) above and to perfect the Collateral Agent’s security interest in such acquired covered Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from such local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to opinions as the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredits counsel shall reasonably request.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) (a) owned by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary Guarantor on the Issue Date or (b) acquired by the Issuer or a Guarantor after the Issue Date (other than pursuant to a Capitalized Lease Obligation or Purchase Money Indebtedness permitted pursuant to clause (10) of the definition of Permitted Indebtedness), with (i) a purchase price or (ii) as of the Issue Date, with a Fair Market Value in excess Value, of greater than $500,000 and with respect to any such property to be acquired by any New Parent1.0 million, the Parent, the Company or a Domestic Subsidiary after on the Issue Date with a purchase price in excess the case of $500,000 clause (a) and within 90 days of the acquisition thereofthereof in the case of clause (b), the Ultimate Parent Issuer shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) as mortgagee, fully executed counterparts of Mortgages, Mortgages duly executed by any New Parent, the Parent, the Company Issuer or the applicable Domestic SubsidiaryGuarantor, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens the first priority Lien of the Administrative Agent to secure Credit Agreement Obligations up to (but not in excess of) the Maximum Priority Debt Amount, and other than Permitted Liens) , against the properties purported to be covered thereby; (2) mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, customary endorsements (the endorsements in title insurance policies in favor of the Administrative Agent under the Credit Agreement being deemed customary for this purpose) and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company Issuer and the Guarantors, as the case may be, Guarantors stating that there has been no change sufficient change, other than, in each case, changes that do not materially adversely affect the use by the Issuer or Guarantor, as applicable, of such Premises for the title insurance company Issuer or such Guarantor’s business as so conducted, or intended to remove all standard survey exceptions be conducted, at such Premises; provided, however, that the obligations under this covenant shall not apply until the Issuer and issue the endorsements; (4) Guarantors own real properties with an opinion from local counsel and special regulatory counsel aggregate Fair Market Value in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability excess of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been delivered$7.5 million.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) (a) owned by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or (b) acquired by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary after the Issue Date Date, with (i) a purchase price or (ii) as of the Issue Date, with a Fair Market Value, of greater than $500,000, on the Issue Date in excess the case of $500,000 clause (a) and within 90 days of the acquisition thereof), thereof in the Ultimate Parent case of clause (b): (1) the Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee, fully executed counterparts of Mortgages, each dated as of the Issue Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Restricted Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Company shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, a revolving credit endorsement and such other endorsements as the Collateral Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, Guarantors stating that there has been no change sufficient change, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the title insurance company Company or such Guarantor’s business as so conducted, or intended to remove all standard survey exceptions and issue be conducted, at such Premises; provided, however, that the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory Company need not comply with its obligations under this Section 4.17 with respect to the Collateral Agent and covering typical matters concerning collateralproperty located at 000 X. Xxxxxx, including without limitationSand Springs, Oklahoma until the enforceability of 60th day following the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredIssue Date.

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets oil and gas properties and Excluded Collateral (individually and collectively, the “"Premises”") owned by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary on the Issue Date with a Fair Market Value in excess of greater than $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of greater than $500,000 (within 90 days of the acquisition thereof), ): (1) the Ultimate Parent Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee, fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Restricted Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Company shall deliver to the Collateral Agent mortgagee’s 's title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical such necessary endorsements, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereonreinsurance; (3) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, Guarantors stating that there has been no change change, sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements;endorsements reasonably required by the Collateral Agent; and (4) the Company shall deliver to the Collateral Agent an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been delivered.

Real Estate Mortgages and Filings. With respect to any real property other than owned in fee simple by the Disposal Well Assets Company or any Guarantor, where such owned real property is located in the United States and does not constitute an Excluded Collateral Asset described in clause (individually 7) of the definition thereof (the “Owned Premises”), and any Specified Leased Premises (together with the Owned Premises, collectively, the “Premises”) owned by any New Parent, the Parent), the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New ParentGuarantor shall use commercially reasonable efforts to, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the later of (x) the Issue Date and (y) the acquisition thereof)thereof or the entry into a lease or sublease therefor, the Ultimate Parent shall as applicable: (1) deliver to the Collateral Agent (subject to Agent, as mortgagee, for the terms benefit of the Intercreditor Agreement): (1) holders of the Notes, fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiaryGuarantor, as the case may be, and corresponding UCC fixture filings, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage Mortgages and corresponding UCC fixture filings as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties Premises purported to be covered thereby; (2) other than with respect to the Existing Specified Property, deliver to the Collateral Agent, (i) mortgagee’s title insurance policies (except with respect to the Company’s or any Guarantor’s ownership in and other rights to the sand and other mineral interests in or under the Specified Leased Premises) in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders Agent in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related MortgageMortgages, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage (except with respect to the Company’s or any Guarantor’s ownership in and other rights to the sand and other mineral interests in or under the Specified Leased Premises) constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available and issued at ordinary rates, customary endorsements and shall be accompanied by evidence of the payment in full (or satisfactory arrangements for the payment in full) of all premiums thereon; thereon and (3ii) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title insurer to issue the title insurance policies and endorsements referenced herein with respect to each of the covered Premises; (3) other than with respect to any Premises owned or leased by the Company or a Guarantor on the Issue Date or a mineral lease, deliver to the Collateral Agent either (i) new ALTA surveys or (ii) the most recent survey existing surveys of such Premises, together with either (iy) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (iiz) an affidavit and/or indemnity from any New Parent, the Parent, the Company and or the Guarantorsapplicable Guarantor, as the case may be, stating that that, to its knowledge, there has been no change in the facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or such Guarantor, as applicable, of such Premises for the Company or such Guarantor’s business as so conducted, or intended to be conducted, at such Premises and in each case (i) and (ii), in form and substance sufficient for the title insurance company insurer issuing the title policies to remove all the standard survey and survey-related exceptions from such policies and issue the endorsementssurvey, survey-related, and other endorsements required pursuant to clause (2) above to such policy; (4) an opinion from local deliver opinions of counsel to the Collateral Agent in the jurisdictions where such Premises are located and special regulatory counsel the jurisdiction of the Company or the applicable Guarantor, as the case may be, in each state where case, in form and substance customary in comparable financings, including, but not limited to, opinions stating that such Mortgage (i) has been duly authorized, executed and delivered by the Company or such Guarantor, (ii) constitutes a legal, valid, binding and enforceable obligation of the Company or such Guarantor and (iii) is in proper form for recording in order to create, when recorded in the appropriate recording office, a mortgage Lien on the property and a security interest in that part of the property constituting fixtures, and upon proper recording in the appropriate recording office, the Mortgage will make effective such Lien and security interest intended to be created thereby; (5) other than with respect to the Existing Specified Property, deliver to the Collateral Agent FEMA Standard Flood Hazard Determinations with respect to each of the Premises, notice about special flood hazard area status and flood disaster assistance, and, in the event any such Premises is located in form and substance reasonably satisfactory a special flood hazard area, evidence of flood insurance; (6) deliver to the Collateral Agent copies of all leases and covering typical matters concerning collateral, including without limitation, the enforceability subleases in connection with each of the relevant MortgagesSpecified Leased Premises; (7) to the extent applicable, deliver to the Collateral Agent in connection with each of the Specified Leased Premises fully executed, customary landlord lien waivers, collateral access agreements, assignments, subordination, non-disturbance and attornment agreements, consents and estoppels; and (5) an Officers’ Certificate 8) such other information, documentation, and certifications as may be necessary in order to create valid, perfected and subsisting Liens against the Premises covered by such 90th day certifying that all items in this Section 4.24 have been deliveredthe Mortgages.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) (a) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary any of its Subsidiaries on the Issue Date or (b) acquired by the Company or such Subsidiary after the Issue Date, with (i) Acquisition Consideration or (ii) as of the Issue Date, with a Fair Market Value in excess Value, of greater than $500,000 and with respect to any such property to be acquired by any New Parent1,000,000, the Parent, the Company or a Domestic Subsidiary after on the Issue Date with a purchase price in excess the case of $500,000 clause (a) and within 90 days of the acquisition thereof), thereof in the Ultimate Parent case of clause (b): (1) the Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee, fully executed counterparts of Mortgagesa Mortgage, each dated as of the Issue Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiary, together with evidence of the completion (or reasonably satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (subject to no liens other than Permitted Liens) against the properties purported to be covered thereby; (2) the Company shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that subject to the exceptions approved by the Collateral Agent in its reasonable discretion (in accordance with Section 6.02(m) hereof) and noted in such title insurance policy, title to such property is indefeasible marketable and that the interests interest created by the Mortgage constitute constitutes a valid Liens Lien thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, at commercially reasonable rates such endorsements as the Collateral Agent (subject to the terms of Section 6.02(m) hereof) shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyorproperty, there has been no change in the facts depicted in the survey or (ii) an affidavit and/or indemnity from any New Parent, the Parent, the Company and the Guarantors, as the case may be, Subsidiary Guarantors stating that to its knowledge there has been no change in facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or Subsidiary Guarantor, as applicable, of such Premises for the Company or such Subsidiary Guarantor’s business as so conducted, or intended to be conducted, at such Premises and in each case, in form sufficient for the title insurance company insurer issuing the title policy to remove all the standard survey exceptions exception from such policy and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory survey endorsement to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredpolicy.

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets and Excluded properties to be subject to a mortgage lien (including all applicable after-acquired properties) that form a portion of the Collateral (individually and collectively, the “Premises”): (1) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent shall deliver to the Collateral Agent (subject to Agent, as mortgagee or beneficiary, as applicable, for the terms ratable benefit of itself and the Holders of the Intercreditor Agreement): (1) Notes, fully executed counterparts of Mortgages, each dated not later than 30 days of the date of this Indenture or 60 days of the date of acquisition of such property, as the case may be, in accordance with the requirements of this Indenture and/or the Collateral Documents, duly executed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiaryCompany, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected Lien (second priority Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby;. Notwithstanding the foregoing, to the extent that a Mortgage is required to be delivered with respect to any real property located in a jurisdiction that imposes mortgage recording taxes, such Mortgage shall not be required to secure Indebtedness in an amount exceeding 100% of the fair market value of such Mortgaged Property; and (2) the Collateral Agent shall have received mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for and its successors and/or assigns, in the ratable benefit of form necessary, with respect to the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises property purported to be covered by the related Mortgageapplicable Mortgages, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage Mortgages constitute valid second priority Liens thereon free and clear of all Liens, defects and encumbrances encumbrances, other than Permitted Liens together with typical endorsementsLiens, coinsurance all such title policies to be in amounts equal to 100% of the estimated fair market value of the Premises covered thereby, and reinsurance such policies shall also include, to the extent available, all such endorsements as shall be reasonably required and shall be accompanied by evidence of the payment in full of all premiums thereon; thereon (3) with respect to each of the covered Premises, the most recent survey of or that satisfactory arrangements for such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 payment have been deliveredmade).

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) (a) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company an Issuer or a Domestic Subsidiary after the Issue Date or (b) held by any Issuer or Domestic Subsidiary on the Issue Date, in each case, with a purchase price in excess Fair Market Value, of greater than $500,000 (500,000, within 90 days of the Issue Date or acquisition thereof), as the Ultimate Parent case may be: (1) the Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee or beneficiary, fully executed counterparts of Mortgages, each dated as of the date within 90 days of the Issue Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiary, together with evidence of the completion (or reasonably satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) Liens and the Intercreditor Agreement, against the properties purported to be covered thereby; (2) the Company shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient change, other than, in each case, changes that do not materially adversely affect the use by the Company and its Subsidiaries of such Premises for the title insurance company Company’s business as so conducted, or intended to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateralbe conducted, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by at such 90th day certifying that all items in this Section 4.24 have been deliveredPremises.

Real Estate Mortgages and Filings. With respect to any Real Property (other than real property other than the Disposal Well Assets and that constitutes an Excluded Collateral Asset) (individually and collectively, the “Premises”) owned acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary on Guarantor after the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the ParentDate, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent shall deliver to the Collateral Agent Agent, on or before the earliest to occur of (subject a) within 30 days after the acquisition of any Premises that contain any active surface mining or coal extraction operations, (b) within 30 days after the end of each fiscal year, for Premises acquired by the Company or a Guarantor during such fiscal year that have no active surface mining or coal extraction operations occurring, or (c) prior to the terms commencement of active surface mining or coal extraction operations on any Premises that did not contain active mining or coal extraction operations either on the Intercreditor Agreement):Closing Date or on the date of acquisition of such Premises: (1) fully executed counterparts of Mortgages, substantially in the form of those executed and delivered to the Collateral Agent on or prior to the Issue Date (with such changes as may be satisfactory to the Collateral Agent), duly executed and acknowledged by any New Parent, the Parent, the Company or the applicable Domestic SubsidiaryGuarantor, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (perfected, first and subsisting Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered therebythereby in favor of the Collateral Agent for the benefit of the holders of the Indenture Obligations; (2) mortgagee’s title insurance policies in favor a signed copy of a favorable Opinion(s) of Counsel of the Company or the applicable Guarantor, addressed to the Collateral Agent, as mortgagee Agent for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% holders of the Fair Market Value of the Premises purported to be covered by the related MortgageIndenture Obligations, insuring that title to such property is indefeasible and confirming that the interests created by Mortgages and Security Documents create a valid and perfected Lien on the Mortgage constitute valid Liens thereon free and clear of all LiensReal Property described therein, defects and encumbrances other than Permitted Liens together with typical endorsements, coinsurance and reinsurance and which shall be accompanied by evidence of the payment in full of all premiums thereon; (3) with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages, the grant and perfection of security interests, the payment of recording taxes, if any, and other customary matters (including, without limitation, with respect to the valid existence, good standing, corporate powers and due authorization of the relevant mortgagors, the execution and delivery of the relevant Mortgages, and no conflicts and no consents), each in form no less favorable, in the judgment of the Collateral Agent, than the opinions rendered by such local counsel with respect to the Mortgages executed and delivered prior to the Issue Date, and otherwise in form and substance satisfactory to the Collateral Agent; (3) a legal description of the Premises, from which any “as-extracted collateral” or any “fixtures” (each term as defined in the UCC) relate, together with the name of the record owner of such Premises, the county in which such Premises is located and such other information as may be necessary or desirable to file real property related financing statements under the UCC or any similar legal requirements; (4) such other consents, agreements, financing statements, certificates and confirmations of the Company, the applicable Guarantor, lessors and third parties as the Collateral Agent may reasonably deem necessary, and evidence that all other actions reasonably requested by the Collateral Agent that are necessary in order to create valid first and subsisting Liens on the property described in the Mortgage has been taken; and (5) an Officers’ Certificate upon the reasonable request of the Collateral Agent, title, environmental, reserve and resource and other reports or studies with respect to the real property to be covered by such 90th day certifying that all items the relevant Mortgages, in this Section 4.24 have been deliveredform and substance and from professional firms reasonably acceptable to the Collateral Agent.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company Issuers or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or acquired by any New Parent, the Parent, the Company Issuers or a Domestic Subsidiary Guarantor after the Issue Date with a purchase price in excess of $500,000 Date: (within 90 days of a) the acquisition thereof), the Ultimate Parent Issuers shall deliver to the Collateral Agent (subject to the terms Agent, as mortgagee or beneficiary as applicable, on behalf of the Intercreditor Agreement): (1) Holders, copies of fully executed counterparts of Mortgages, duly executed executed, acknowledged and filed by any New Parent, the Parent, the Company Issuers or the applicable Domestic SubsidiaryGuarantor, and in form suitable for filing or recording, in all filing or recording offices that the Issuers shall deem reasonably necessary or in their reasonable judgment desirable in order to create a valid first and subsisting first priority Lien on the Premises described therein in favor of the Collateral Agent for the benefit of the Holders, subject only to Permitted Liens, together with evidence of the completion (or satisfactory arrangements for the completion), payment of all recordings filing fees and filings of such Mortgage as may be taxes (including mortgage recording taxes) in connection therewith, and evidence that all other actions necessary to create a valid, perfected Lien (subject to no perfect and protect the liens other than Permitted Liens) against secured by the properties purported to be covered therebyMortgages have been taken; (2b) the Collateral Agent shall have received mortgagee’s title insurance policies or binding commitments to issue such policies from First American Title Insurance Company or another nationally recognized title company in favor of the Collateral Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of the Collateral AgentHolders, in the Trustee amounts and in the Holders in an amount equal form necessary, with respect to 100% of the Fair Market Value of the Premises purported to be covered by the related such Mortgage, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage constitute valid first priority Liens thereon free and clear of all other Liens, defects and encumbrances other than Permitted Liens together with typical Liens, and such policies shall also include, to the extent available, such other endorsements, coinsurance and reinsurance as may be reasonably requested in a timely manner by the Required Holders and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3c) the Issuers shall, or shall cause the Guarantors to, deliver to the Collateral Agent with respect to each of (x) the Premises owned on the Issue Date and (y) the Premises acquired after the Issue Date, (A) American Land Title Association/American Congress on Surveying and Mapping form surveys (including any updates or affidavits that the title company may reasonably require in connection therewith), (B) local counsel opinions for the benefit of the Collateral Agent, the Holders, and the Trustee, (C) fixture filings and (D) such other documents, instruments, certificates and agreements as are identified in the closing or annual Opinion of Counsel to the Issuers in order to comply with clauses (1) and (2) above and to perfect the Collateral Agent’s security interest in such covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been delivered.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor after the Issue Date with a purchase price in excess of $500,000 Date: (within 90 days of a) the acquisition thereof), the Ultimate Parent Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee or beneficiary, as applicable, fully executed counterparts of Mortgages, each dated as of the Issue Date (or as soon as practical thereafter) or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiarySubsidiary Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2b) the Collateral Agent shall have received mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agentitself, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value Securities and holders of any Pari Passu Secured Indebtedness in the Premises amounts and in the form necessary, with respect to the property purported to be covered by the related such Mortgage, insuring to insure that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances encumbrances, other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, such other necessary endorsements and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3c) the Company shall, or shall cause its Subsidiary Guarantors to, deliver to the Collateral Agent (i) with respect to each of the covered PremisesPremises owned on the Issue Date, such filings, surveys (or any updates or affidavits that the most recent survey title company may reasonably require in connection therewith), local counsel opinions and fixture filings, along with such other documents, instruments, certificates and agreements, as the Initial Purchasers and their counsel shall reasonably request, and (ii) with respect to each of the covered Premises acquired after the Issue Date, such filings, surveys, instruments, certificates, agreements and/or other documents necessary to comply with Sections 11.7(a) and 11.7(b) above and to perfect the Collateral Agent’s security interest in such acquired covered Premises, together with either (i) an updated survey certification in favor such local counsel opinions concerning perfection of the Trustee and such security interest as the Collateral Agent from may reasonably request (acting upon the applicable surveyor stating that, based on a visual inspection instructions of the property Holders given in accordance with the Collateral Documents and without any obligation on the knowledge part of the surveyorCollateral Agent to request such opinions without instructions from such Holders). The mortgages, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company policies, filings, surveys, opinions and other documents referred to remove all standard survey exceptions and issue in Sections 11.7(a) through 11.7(c) above with respect to each of the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a covered Premises is located in form and substance reasonably satisfactory owned on the Issue Date shall be delivered or furnished to the Collateral Agent Agent, as and covering typical matters concerning collateral, including without limitation, when required under the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredCollateral Documents.

Real Estate Mortgages and Filings. With respect to (i) the Issue Date Premises owned by the Issuers or a Subsidiary Guarantor on the Issue Date or (ii) any real property other than which is reacquired to become part of the Disposal Well Assets Collateral and Excluded mortgaged to the Collateral Agent pursuant to Section 11.3 (individually and collectively, the “Premises”) owned by any New Parent), the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the Issue Date or 90 days of the date of acquisition thereof(in the case of after-acquired real property), as applicable: (1) the Ultimate Parent Issuers or the applicable Subsidiary Guarantor shall deliver to the Collateral Agent (subject to Agent, as mortgagee or beneficiary, as applicable, for the terms ratable benefit of itself and the Intercreditor Agreement): (1) Holders, fully executed counterparts of Mortgages, in accordance with the requirements of this Indenture and/or the Security Documents duly executed by any New Parent, the Parent, the Company Issuers or the applicable Domestic Subsidiarysuch Subsidiary Guarantor, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage Mortgages (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected Lien (with the priority required by the Collateral Trust and Intercreditor Agreement and the ABL Intercreditor Agreement, subject to no liens other than Permitted Liens) , against the properties property purported to be covered thereby; (2) the Collateral Agent shall have received mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for and its successors and/or assigns, in the ratable benefit of form necessary, with respect to the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises property purported to be covered by the related Mortgageapplicable Mortgages, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage Mortgages constitute valid Liens thereon (with the priority required by the Collateral Trust and Intercreditor Agreement and the ABL Intercreditor Agreement) free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens. All such title policies shall be in amounts equal to 110% of the estimated fair market value of the Premises covered thereby, coinsurance and reinsurance such policies shall include, to the extent available, all endorsements as shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by Issuers or the applicable Subsidiary Guarantor of all premiums thereon;thereon (or that satisfactory arrangements for such payment have been made); and (3) the Issuers shall, or shall cause the Subsidiary Guarantors to, deliver to the Collateral Agent (x) with respect to each of the covered PremisesPremises owned on the Issue Date, such filings, surveys (or any updates or affidavits that the most recent survey title company may reasonably require in connection with the issuance of the title insurance policies) (in each case, to the extent existing on the Issue Date), local counsel opinions, fixture filings and such other documents, instruments, certificates and agreements as may be necessary or as the Collateral Agent and its counsel shall reasonably request, and (y) with respect to each of the covered Premises acquired after the Issue Date, such filings, surveys (or any updates or affidavits that the title company may reasonably require in connection with the issuance of the title insurance policies), local counsel opinions, fixture filings and such other documents, instruments, certificates, agreements and/or other documents necessary to comply with clauses (1) and (2) above and to perfect the Collateral Agent’s security interest and (with the priority required by the Collateral Trust and Intercreditor Agreement and the ABL Intercreditor Agreement) Lien in such acquired covered Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from such local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to opinions as the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredits counsel shall reasonably request.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) (a) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary Borrower on the Issue Date date hereof or (b) acquired by the Borrower after the date hereof, with a Fair Market Value in excess of greater than $500,000 and with respect 1,000,000, within 45 days following the receipt by the Borrower of a request from the Collateral Agent: (i) the Borrower shall use commercially reasonable efforts to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee, fully executed counterparts of Mortgagesa Mortgage, each dated as of the date hereof or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiaryBorrower, together with evidence of the completion (or reasonably satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (subject to no liens other than Permitted Liens) against the properties purported to be covered thereby; (2ii) the Borrower shall use commercially reasonable efforts to deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders Lenders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that subject to the exceptions approved by the Collateral Agent and the Required Lenders in their reasonable discretion and noted in such title insurance policy, title to such property is indefeasible marketable and that the interests interest created by the Mortgage constitute constitutes a valid Liens Lien thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, at commercially reasonable rates such endorsements as the Collateral Agent and the Required Lenders shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon; (3iii) the Borrower shall use commercially reasonable efforts to deliver to the Collateral Agent, if requested by the Collateral Agent, an opinion of local counsel to the Borrower in form and substance reasonably satisfactory to the Collateral Agent; and (iv) the Borrower shall use commercially reasonable efforts to deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyorproperty, there has been no change in the facts depicted in the survey or (ii) an affidavit and/or indemnity from any New Parent, the Parent, the Company and the Guarantors, as the case may be, Borrower stating that to its knowledge there has been no change in facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Borrower of such Premises for the Borrower’s business as so conducted, or intended to be conducted, at such Premises and in each case, in form sufficient for the title insurance company insurer issuing the title policy to remove all the standard survey exceptions exception from such policy and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory survey endorsement to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredpolicy.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company Issuers or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or acquired by any New Parent, the Parent, the Company Issuers or a Domestic Subsidiary Guarantor after the Issue Date with a purchase price in excess of $500,000 Date: (within 90 days of a) the acquisition thereof), the Ultimate Parent Issuers shall deliver to the Collateral Agent (subject to the terms Agent, as mortgagee or beneficiary as applicable, on behalf of the Intercreditor Agreement): (1) Holders, copies of fully executed counterparts of Mortgages, duly executed executed, acknowledged and filed by any New Parent, the Parent, the Company Issuers or the applicable Domestic SubsidiaryGuarantor, and in form suitable for filing or recording, in all filing or recording offices that the Issuers shall deem reasonably necessary or in their reasonable judgment desirable in order to create a valid first and subsisting second priority Lien (having an equal priority with the Liens securing the Cash Pay Second Lien Securities) on the Premises described therein in favor of the Collateral Agent for the benefit of the Holders, subject only to Permitted Liens, together with evidence of the completion (or satisfactory arrangements for the completion), payment of all recordings filing fees and filings of such Mortgage as may be taxes (including mortgage recording taxes) in connection therewith, and evidence that all other actions necessary to create a valid, perfected Lien (subject to no perfect and protect the liens other than Permitted Liens) against secured by the properties purported to be covered therebyMortgages have been taken; (2b) the Collateral Agent shall have received mortgagee’s title insurance policies or binding commitments to issue such policies from First American Title Insurance Company or another nationally recognized title company in favor of the Collateral Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of the Collateral AgentHolders, in the Trustee amounts and in the Holders in an amount equal form necessary, with respect to 100% of the Fair Market Value of the Premises purported to be covered by the related such Mortgage, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage constitute valid second priority Liens thereon (having an equal priority with the Liens securing the Cash Pay Second Lien Securities) free and clear of all other Liens, defects and encumbrances other than Permitted Liens together with typical Liens, and such policies shall also include, to the extent available, such other endorsements, coinsurance and reinsurance as may be reasonably requested by the Required Holders in a timely manner and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3c) the Issuers shall, or shall cause the Guarantors to, deliver to the Collateral Agent with respect to each of (x) the Premises owned on the Issue Date and (y) the Premises acquired after the Issue Date, (A) American Land Title Association/American Congress on Surveying and Mapping form surveys (including any updates or affidavits that the title company may reasonably require in connection therewith), (B) local counsel opinions for the benefit of the Collateral Agent, the Holders, and the Trustee, (C) fixture filings and (D) such other documents, instruments, certificates and agreements as are identified in the closing or annual Opinion of Counsel to the Issuers in order to comply with clauses (1) and (2) above and to perfect the Collateral Agent’s security interest in such covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been delivered.

Real Estate Mortgages and Filings. With respect to any fee interest in real property other than that is required to be mortgaged to the Disposal Well Assets and Excluded Collateral Agent (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or acquired by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary Guarantor after the Issue Date with a purchase price in excess of $500,000 (within 90 days that forms part of the acquisition thereof)Collateral: (1) the Issuer shall, and shall cause each applicable Guarantor to, within ninety (90) days after the Ultimate Parent shall Issue Date or within ninety (90) days after such acquisition, as applicable, deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee or beneficiary, as applicable, fully executed counterparts of MortgagesMortgages in accordance with the requirements of this Indenture and/or the Security Documents, duly executed by any New Parent, the Parent, the Company Issuer or the applicable Domestic SubsidiaryGuarantor, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected perfected, first-priority Lien (subject to no liens other than Permitted Liens) against the properties purported to be covered thereby; (2) the Issuer shall use best efforts to deliver, and to cause each applicable Guarantor to deliver, within ninety (90) days after the Issue Date or within ninety (90) days after such acquisition, as applicable, to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for mortgagee, in the ratable benefit of form necessary, with respect to the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises property purported to be covered by the related such Mortgage, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage constitute valid and first-priority Liens thereon on such property free and clear of all Liens, defects and encumbrances (other than Permitted Liens together with typical endorsementsLiens), coinsurance each such title insurance policy to be in an amount and reinsurance have such endorsements and additional coverages as shall be customary, and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) the Issuer shall use best efforts to deliver, and shall cause each Guarantor to use best efforts to deliver to the Collateral Agent, within ninety (90) days after the Issue Date or within ninety (90) days after such acquisition, as applicable, with respect to each of the covered Premises, such filings, surveys (or any updates or affidavits that the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, title company may reasonably require as the case may be, stating that there has been no change sufficient for necessary to issue the title insurance company policies referred to remove all standard survey exceptions and issue the endorsements; (4) an opinion from above), local counsel opinions and special regulatory opinions of counsel in the jurisdiction in which the owner of such real property is located, flood hazard determinations and any required flood insurance, landlord agreements and fixture filings, along with such other documents, instruments, certificates and agreements, as shall be necessary to create, evidence or perfect a valid and first-priority Lien on the property subject to each state where a Premises is located in form and substance reasonably satisfactory such Mortgage (subject to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredPermitted Liens).

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) fee interest in any Premises owned by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary Guarantor on the Issue Acquisition Closing Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or acquired by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary Guarantor after the Issue Acquisition Closing Date with that forms a purchase price in excess part of $500,000 (the Collateral, within 90 days of the acquisition thereof)Acquisition Closing Date or the date of acquisition, as applicable (or such later date as the Ultimate Parent Term Loan Collateral Agent may have agreed to under the Term Loan Credit Agreement) (in each case solely to the extent, and substantially in the form, delivered to the Term Loan Collateral Agent, but no greater scope): (a) the Issuer or such Guarantor shall deliver to the Collateral Agent (subject to Agent, as mortgagee or beneficiary, as applicable, for the terms ratable benefit of itself, the Intercreditor Agreement): (1) Trustee and the Holders, fully executed counterparts of Mortgagesmortgages, deeds of trust, security deeds or deeds to secured debt (each, a “Mortgage”) in accordance with the requirements of this Indenture and/or the Security Documents, duly executed and acknowledged by any New Parentthe Issuer or such Guarantor, and otherwise in form for recording in the Parent, the Company or the recording office of each applicable Domestic Subsidiarypolitical subdivision where each Premises is situated, together with such certificates, affidavits, questionnaires or returns as shall be reasonably required in connection with the recording or filing thereof and evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien (Lien, with the priority required by this Indenture and the Security Documents, subject to no liens other than Permitted Liens) , against the properties Premises purported to be covered thereby; (2b) the Collateral Agent shall have received mortgagee’s title insurance policies (or a binding pro forma title insurance policy or marked-up unconditional binder of title insurance) in favor of the Collateral Agent, as mortgagee for and its successors and/or assigns, in the ratable benefit of the Collateral Agentform necessary, the Trustee and the Holders in an amount equal with respect to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgageapplicable Mortgages, insuring that title to such property is indefeasible and which shall insure that the interests created by the Mortgage Mortgages constitute valid Liens thereon on the applicable Premises, with the priority required by this Indenture and the Security Documents, free and clear of all Liens, defects and encumbrances encumbrances, other than Permitted Liens together with typical endorsementsLiens. All such title policies shall be in amounts equal to the estimated fair market value of the Premises covered thereby, coinsurance and reinsurance such policies shall also include, to the extent available, all such endorsements as shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the Issuer or the applicable Guarantor of all premiums thereonthereon (or that satisfactory arrangements for such payment have been made) and that all charges for mortgage recording taxes, filing and recording fees and all related expenses, if any, have been paid; (3c) with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating thatshall have received a copy of all recorded documents referred to, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parentlisted as exceptions to title in, the Parenttitle policy or policies referred to in clause (b) above and a copy of all other material documents affecting the Premises; (d) if requested by the Term Loan Collateral Agent under the Term Loan Credit Agreement, the Company Collateral Agent shall have received, and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company issuing the policy referred to remove all standard in clause (b) above (the “Title Insurance Company”) shall have received an ALTA survey exceptions and issue or other survey of the endorsements; (4) an opinion from local counsel and special regulatory counsel sites of the Premises in each state where a Premises manner customary for the type of real property subject to such survey, dated as of a date that is located in form and substance reasonably satisfactory to the Collateral Agent Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Title Insurance Company, or in lieu thereof, existing surveys, together with any affidavits or certificates required by the Title Insurance Company as shall be sufficient to enable the Title Insurance Company to remove any standard survey exceptions from the applicable title insurance policy and covering typical matters concerning collateral, including without limitation, issue customary survey-dependent endorsements to the enforceability of the relevant Mortgagesapplicable title insurance policy; and (5e) an Officers’ Certificate by such 90th day certifying that all items the Issuer or the Guarantors shall deliver to the Collateral Agent customary local counsel opinions and opinions of counsel in this Section 4.24 have been deliveredthe jurisdiction of organization of the owner of the applicable Premises.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary Guarantor after the Issue Date with a purchase price in excess of $500,000 Date: (within 90 days of 1) the acquisition thereof), the Ultimate Parent Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee or beneficiary, as applicable, fully executed counterparts of Mortgages, each dated as of the Issue Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic SubsidiarySubsidiary Guarantor, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Collateral Agent shall have received mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee itself and the Holders in an amount equal to 100% of the Fair Market Value of Securities in the Premises amounts and in the form necessary, with respect to the property purported to be covered by the related such Mortgage, insuring to insure that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances encumbrances, other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, such other necessary endorsements and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) the Company shall, or shall cause its Subsidiary Guarantors to, deliver to the Collateral Agent (x) with respect to each of the covered PremisesPremises owned on the Issue Date, such filings, surveys (or any updates or affidavits that the most recent survey title company may reasonably require in connection therewith), local counsel opinions and fixture filings, along with such other documents, instruments, certificates and agreements, as the Initial Purchasers and their counsel shall reasonably request, and (y) with respect to each of the covered Premises acquired after the Issue Date, such filings, surveys, instruments, certificates, agreements and/or other documents necessary to comply with clauses (1) and (2) above and to perfect the Collateral Agent’s security interest in such acquired covered Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from such local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to opinions as the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredits counsel shall reasonably request.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company Issuers or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or acquired by any New Parent, the Parent, the Company Issuers or a Domestic Subsidiary Guarantor after the Issue Date with a purchase price in excess of $500,000 Date: (within 90 days of a) the acquisition thereof), the Ultimate Parent Issuers shall deliver to the Collateral Agent (subject to the terms Agent, as mortgagee or beneficiary as applicable, on behalf of the Intercreditor Agreement): (1) Holders, copies of fully executed counterparts of Mortgages, duly executed executed, acknowledged and filed by any New Parent, the Parent, the Company Issuers or the applicable Domestic SubsidiaryGuarantor, and in form suitable for filing or recording, in all filing or recording offices that the Issuers shall deem reasonably necessary or in their reasonable judgment desirable in order to create a valid and subsisting second priority Lien (having an equal priority with the Liens securing the Non-Cash Pay Second Lien Securities) on the Premises described therein in favor of the Collateral Agent for the benefit of the Holders, subject only to Permitted Liens, together with evidence of the completion (or satisfactory arrangements for the completion), payment of all recordings filing fees and filings of such Mortgage as may be taxes (including mortgage recording taxes) in connection therewith, and evidence that all other actions necessary to create a valid, perfected Lien (subject to no perfect and protect the liens other than Permitted Liens) against secured by the properties purported to be covered therebyMortgages have been taken; (2b) the Collateral Agent shall have received mortgagee’s title insurance policies or binding commitments to issue such policies from First American Title Insurance Company or another nationally recognized title company in favor of the Collateral Agent, as mortgagee or beneficiary, as applicable, for the ratable benefit of the Collateral AgentHolders, in the Trustee amounts and in the Holders in an amount equal form necessary, with respect to 100% of the Fair Market Value of the Premises purported to be covered by the related such Mortgage, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage constitute valid second priority Liens (having an equal priority with the Liens securing the Cash Pay Second Lien Securities) thereon free and clear of all other Liens, defects and encumbrances other than Permitted Liens together with typical Liens, and such policies shall also include, to the extent available, such other endorsements, coinsurance and reinsurance as may be reasonably requested in a timely manner by the Required Holders and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3c) the Issuers shall, or shall cause the Guarantors to, deliver to the Collateral Agent with respect to each of (x) the Premises owned on the Issue Date and (y) the Premises acquired after the Issue Date, (A) American Land Title Association/American Congress on Surveying and Mapping form surveys (including any updates or affidavits that the title company may reasonably require in connection therewith), (B) local counsel opinions for the benefit of the Collateral Agent, the Holders, and the Trustee, (C) fixture filings and (D) such other documents, instruments, certificates and agreements as are identified in the closing or annual Opinion of Counsel to the Issuers in order to comply with clauses (1) and (2) above and to perfect the Collateral Agent’s security interest in such covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been delivered.

Real Estate Mortgages and Filings. With respect to any fee interest in real property other than which is required to be mortgaged to the Disposal Well Assets and Excluded Collateral Agent (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary Guarantor on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or acquired by any New Parent, the Parent, the Company Issuer or a Domestic Subsidiary Guarantor after the Issue Date with that forms a purchase price in excess part of $500,000 (the Collateral, within 90 30 days of the acquisition thereof)Escrow Release Date or 30 days of the date of acquisition, as applicable: (1) the Ultimate Parent Issuer or such Guarantor shall deliver to the Collateral Agent (subject to Agent, as mortgagee or beneficiary, as applicable, for the terms ratable benefit of itself and the holders of the Intercreditor Agreement): (1) Notes, fully executed counterparts of Mortgages, duly executed by any New Parent, the Parent, the Company Issuer or the applicable Domestic Subsidiarysuch Guarantor, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid, perfected Lien (first priority Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Collateral Agent shall have received mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for and its successors and/or assigns, in the ratable benefit of form necessary, with respect to the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises property purported to be covered by the related Mortgageapplicable Mortgages, insuring that title to such property is indefeasible and insure that the interests created by the Mortgage Mortgages constitute valid first priority Liens thereon free and clear of all Liens, defects and encumbrances encumbrances, other than Permitted Liens together with typical endorsementsLiens, coinsurance all such title policies to be in amounts equal to 110% of the estimated fair market value of the Premises covered thereby, and reinsurance such policies shall also include, to the extent available, all such endorsements as shall be reasonably required and shall be accompanied by evidence of the payment in full of all premiums thereon;thereon (or that satisfactory arrangements for such payment have been made); and (3) the Issuer shall, or shall cause the Guarantors to, deliver to the Collateral Agent (x) with respect to each of the covered PremisesPremises owned on the Issue Date, such filings, surveys (or any updates or affidavits that the most recent survey title company may reasonably require in connection with the issuance of the title insurance policies) (in each case, to the extent existing on the Issue Date or the Escrow Release Date), local counsel opinions, fixture filings, along with such other documents, instruments, certificates and agreements, as the Collateral Agent and its counsel shall reasonably request, and (y) with respect to each of the covered Premises acquired after the Issue Date, such filings, surveys (to the extent existing at the time of the acquisition), fixture filings, instruments, certificates, agreements and/or other documents necessary to comply with clauses (1) and (2) above and to perfect the Collateral Agent’s security interest and first-priority Lien in such acquired covered Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from such local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to opinions as the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been deliveredits counsel shall reasonably request.

Real Estate Mortgages and Filings. With respect to any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) owned by any New Parent, the Parent, the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value fair market value in excess of $500,000 (such delivery to be on the Issue Date) and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (within 90 days of the acquisition thereof), the Ultimate Parent Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement):Agent: (1a) fully executed counterparts of Mortgagesmortgages, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage mortgage as may be necessary to create a valid, perfected Lien (subject to no liens other than Permitted Liens) against the properties purported to be covered thereby; (2b) mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% (i) with respect to real property owned by the Company or a Subsidiary on the Issue Date, the aggregate principal amount of the Fair Market Value of the Premises purported Notes, and (ii) with respect to any real property to be covered acquired by the related MortgageCompany or a Subsidiary after the Issue Date with a purchase price in excess of $500,000, the fair market value of such real property, insuring that title to such property is indefeasible and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsements, coinsurance and reinsurance and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3c) with respect to each of the covered Premises, the most recent ALTA survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, stating that there has been no change solely to the extent that the same is sufficient for the title insurance company to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateral, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by such 90th day certifying that all items in this Section 4.24 have been delivered.

Real Estate Mortgages and Filings. With respect to any real property other than owned in fee simple by the Disposal Well Assets and Company or any Guarantor, where such owned real property does not constitute an Excluded Collateral Asset described in clause (individually and collectively, 3) of the definition thereof (the “Premises”) owned by any New Parent, the Parent), the Company or a Domestic Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be acquired by any New Parent, the Parent, the Company or a Domestic Subsidiary after the Issue Date with a purchase price in excess of $500,000 (Guarantor shall within 90 days of the later of (x) the Issue Date and (y) the acquisition thereof), the Ultimate Parent shall deliver to the Collateral Agent Agent: (subject to a) as mortgagee, for the terms benefit of the Intercreditor Agreement): (1) Notes Secured Parties, fully executed counterparts of Mortgages, Mortgages duly executed by any New Parent, the Parent, the Company or Guarantor, as the applicable Domestic Subsidiarycase may be, and corresponding UCC fixture filings, together with evidence of the completion (or satisfactory arrangements for the completion), ) of all recordings and filings of such Mortgage Mortgages and corresponding UCC fixture filings as may be necessary to create a validvalid and perfected Lien, perfected Lien (subject to no liens other than the Intercreditor Agreement and Permitted Liens) , against the properties Premises purported to be covered thereby, including, without limitation, evidence of the payment in full of all taxes, fees and other charges payable in connection with such Mortgages, recordings and filings; (2b) mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders Agent in an amount equal to not less than 100% of the Fair Market Value of the Premises and fixtures purported to be covered by the related MortgageMortgages, insuring that title to such property is indefeasible and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances (subject to the Intercreditor Agreement and other than Permitted Liens together with typical endorsementsLiens), coinsurance and reinsurance such policies shall also include, to the extent available and issued at ordinary rates, customary endorsements and shall be accompanied by evidence of the payment in full (or satisfactory arrangements for the payment in full) of all premiums thereon; thereon and (3ii) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title insurer to issue the title insurance policies and endorsements referenced herein with respect to each of the covered Premises, ; (c) the most recent survey surveys of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit and/or indemnity from any New Parent, the Parent, the Company and the Guarantorsor Guarantor, as the case may be, stating that that, to its knowledge, there has been no change in the facts depicted in the survey, other than, in each case, changes that do not materially adversely affect the use by the Company or such Guarantor, as applicable, of such Premises for the Company’s or such Guarantor’s business as so conducted, or intended to be conducted, at such Premises and in each case, in form and substance sufficient for the title insurance company insurer issuing the title policies to remove all the standard survey and survey-related exceptions from such policies and issue the endorsementssurvey, survey-related, and other endorsements required pursuant to clause (2) above to such policy; (4d) an opinion from local counsel and special regulatory opinions of counsel in the jurisdictions where such Premises are located and the jurisdiction of the Company or Guarantor, as the case may be, in each state where a Premises is located in form and substance reasonably satisfactory case, addressed to the Collateral Agent and covering typical matters concerning collateralin form and substance customary in comparable financings, including without limitationincluding, but not limited to, opinions stating that such Mortgage (i) has been duly authorized, executed and delivered by the Company or such Guarantor, (ii) constitutes a legally valid and binding and enforceable obligation of the Company or such Guarantor and (iii) is in proper form for recording in order to create, when recorded in the appropriate recording office, a mortgage Lien on the property and a security interest in that part of the property constituting fixtures, and upon proper recording in the appropriate recording office, the enforceability Mortgage will make effective such Lien and security interest intended to be created thereby; (e) FEMA Standard Flood Hazard Determinations with respect to each of the relevant MortgagesPremises, and, in the event any such Premises is located in a special flood hazard area, evidence of flood insurance; and (5f) an Officers’ Certificate such other information, documentation, and certifications as may be necessary in order to create valid, perfected and subsisting Liens against the Premises covered by such 90th day certifying that all items in this Section 4.24 have been deliveredthe Mortgages.

Real Estate Mortgages and Filings. With respect to any fee interest in any real property other than the Disposal Well Assets and Excluded Collateral (individually and collectively, the “Premises”) (a) owned by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary on the Issue Date with a Fair Market Value in excess of $500,000 and with respect to any such property to be or (b) acquired by any New Parent, the Parent, the Company or a Domestic Restricted Subsidiary after the Issue Date Date, with (i) a purchase price or (ii) as of the Issue Date, with a Fair Market Value, of greater than $500,000, on the Issue Date in excess the case of $500,000 clause (a) and within 90 days of the acquisition thereof), thereof in the Ultimate Parent case of clause (b): (1) the Company shall deliver to the Collateral Agent (subject to the terms of the Intercreditor Agreement): (1) Agent, as mortgagee, fully executed counterparts of Mortgages, each dated as of the Issue Date or the date of acquisition of such property, as the case may be, duly executed by any New Parent, the Parent, the Company or the applicable Domestic Restricted Subsidiary, together with evidence of the completion (or satisfactory arrangements for the completion), of all recordings and filings of such Mortgage as may be necessary to create a valid, perfected Lien (Lien, subject to no liens other than Permitted Liens) , against the properties purported to be covered thereby; (2) the Company shall deliver to the Collateral Agent mortgagee’s title insurance policies in favor of the Collateral Agent, as mortgagee for the ratable benefit of the Collateral Agent, the Trustee and the Holders in an amount equal to 100% of the Fair Market Value of the Premises purported to be covered by the related Mortgage, insuring that title to such property is indefeasible marketable and that the interests created by the Mortgage constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Permitted Liens together with typical endorsementsLiens, coinsurance and reinsurance such policies shall also include, to the extent available, a revolving credit endorsement and such other customary or other endorsements as the Collateral Agent shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon;; and (3) the Company shall deliver to the Collateral Agent, with respect to each of the covered Premises, the most recent survey of such Premises, together with either (i) an updated survey certification in favor of the Trustee and the Collateral Agent from the applicable surveyor stating that, based on a visual inspection of the property and the knowledge of the surveyor, there has been no change in the facts depicted in the survey or (ii) an affidavit from any New Parent, the Parent, the Company and the Guarantors, as the case may be, Guarantors stating that there has been no change sufficient change, other than, in each case, changes that do not materially adversely affect the use by the Company or Guarantor, as applicable, of such Premises for the title insurance company Company or such Guarantor’s business as so conducted, or intended to remove all standard survey exceptions and issue the endorsements; (4) an opinion from local counsel and special regulatory counsel in each state where a Premises is located in form and substance reasonably satisfactory to the Collateral Agent and covering typical matters concerning collateralbe conducted, including without limitation, the enforceability of the relevant Mortgages; and (5) an Officers’ Certificate by at such 90th day certifying that all items in this Section 4.24 have been deliveredPremises.