Common use of Post-Closing Clause in Contracts

Post-Closing. Each Credit Party executing this Agreement agrees that it shall and shall cause each other Credit Party to: (i) deliver to the Agent no later than 60 days after the Closing Date, the audited consolidated balance sheets at June 30, 2005 and 2006 and the related statements of income and cash flows of Sellers with respect to the Acquired Theatres for the Fiscal Years then ended, certified by KPMG LLP; (ii) deliver to the Agent no later than 60 days after the Closing Date (which time period may be extended in the Agent’s discretion), (1) a landlord estoppel agreement, in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas and (2) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas; (iii) use commercially reasonable efforts to deliver to the Agent no later than 90 days after the Closing Date, landlord estoppel agreements, in form and substance reasonably satisfactory to the Agent, with respect to the following Acquired Theatres: Koko Marina; Ko’olau; Kaahumanu; and Kukui Mall; (iv) deliver to the Agent no later than 180 days after the Closing Date (which time period may be extended in the Agent’s discretion), either (1) (x) a landlord estoppel agreement, in form and substance satisfactory to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and (y) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ or (2) a collateral assignment duly executed by Borrower and Kahala Center Company, in form and substance satisfactory to the Agent, with respect to the Kahala Management Agreement. (v) deliver to the Agent not later than 120 days after the Closing Date, with respect to the Koko Marina 8 leased location, evidence satisfactory to Agent of (1) recordation of a certified copy of (x) Stipulation for Dismissal With Prejudice of All Claims in the Complaint and First Amended Counterclaim Except for Claims Brought by Counterclaimants Against Counterclaim Defendant Funds 4 US, LLC, filed November 20, 2006, and (y) Release and Discharge of Notice of Pendency of Action filed on September 27, 2004, filed December 29, 2005, and (2) recordation of a Release and Discharge of Notice of Pendency of Action that was recorded November 20, 2003 as Document No. 2003-254884.

Post-Closing. Each Credit Party executing this Agreement agrees that it (a) The Borrower shall and shall cause each other Credit Party to: (i) deliver to the Agent Administrative Agent, no later than 60 days fifteen (15) Business Days after the Closing Date (or such later date as may be approved in the sole discretion of the Administrative Agent), evidence satisfactory to the Administrative Agent that the Borrower has entered into (and thereafter shall maintain in effect) Hedge Transactions with Approved Counterparties in respect of commodity prices for crude oil and natural gas such that the notional aggregate volumes of crude oil and natural gas covered by all Hedge Transactions of the Borrower, shall equal or exceed (a) for the period of twenty-four (24) consecutive full calendar months immediately following the Closing Date, seventy-five percent (75%) of the audited consolidated balance sheets at June 30reasonably projected aggregate monthly production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report, 2005 and 2006 (b) for the period of twelve (12) consecutive full calendar months immediately following the period described in the foregoing clause (a) of this Section 4.03, fifty percent (50%) of the reasonably projected aggregate monthly production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the related statements of income and cash flows of Sellers with respect Loan Parties evaluated in the Initial Engineering Report; provided however, notwithstanding anything to the Acquired Theatres for contrary in this Agreement, the Fiscal Years then ended, certified by KPMG LLP;Borrower shall not enter into any collar transaction that has a floor less than eighty-five percent (85%) of the Strip Price as of the date the Borrower enters into such transaction. (iib) deliver to the Agent no later than 60 Within ninety (90) days after the Closing Date (which time period or such later date as may be extended approved in the sole discretion of the Administrative Agent’s discretion), the Borrower shall or shall have caused the applicable Loan Party to, transition the Accounts listed on Schedule 4.03 (1each an “Existing Account”) from Bank of Montreal to a landlord estoppel agreementLender, in form and substance a manner reasonably satisfactory to the Administrative Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas and (2) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas;. (iiic) use commercially reasonable efforts to deliver to the Agent no Not later than 90 the earlier of (i) the date that is sixty (60) days after the Closing DateDate (or such later date as may be approved in the sole discretion of the Administrative Agent) or (ii) the first date that any Deposit Account, landlord estoppel agreementsSecurities Account or Commodities Account established to replace an Existing Account has a fair market value in excess of $1,000, the Borrower shall, and shall cause each applicable Loan Party to, have executed and delivered in form and substance reasonably satisfactory to the Administrative Agent, a Control Agreement for such Deposit Account, Securities Account or Commodities Account; provided further, unless otherwise consented to by the Administrative Agent (in its sole discretion), no Loan Party shall have a Deposit Account, Securities Account or Commodity Account located with respect a financial institution that is not a Lender (other than, in the case of a financial institution that is or was a Lender but that has subsequently ceased to be a Lender, such financial institution, but subject to the following Acquired Theatres: Koko Marina; Ko’olau; Kaahumanu; and Kukui Mall;provisions of Section 6.18(b)). (ivd) deliver to the Agent no Not later than 180 the date that is sixty (60) days after the Closing Date (which time period or such later date as may be extended approved in the sole discretion of the Administrative Agent’s discretion), either (1) (x) a landlord estoppel agreementtitle information consistent with usual and customary standards for the geographic regions in which the Engineered Oil and Gas Properties are located, in form taking into account the size, scope and substance satisfactory to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇number of leases and w▇▇▇▇ ▇▇▇▇▇▇of the Borrower and the other Loan Parties; provided that after giving effect to its receipt of the title information to be provided pursuant to this clause (d), ▇▇▇▇▇▇▇▇the Administrative Agent shall be reasonably satisfied with the title information covering Engineered Oil and Gas Properties comprising at least eighty-five percent (85%) of the total PV9 Value of the Proved Reserves, ▇▇▇▇▇▇ and (y) a leasehold mortgage, in form and substance satisfactory attributable to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ or (2) a collateral assignment duly executed by Borrower Engineered Oil and Kahala Center Company, in form and substance satisfactory to the Agent, with respect to the Kahala Management Agreement. (v) deliver to the Agent not later than 120 days after the Closing Date, with respect to the Koko Marina 8 leased location, evidence satisfactory to Agent of (1) recordation of a certified copy of (x) Stipulation for Dismissal With Prejudice of All Claims Gas Properties included in the Complaint Initial Engineering Report (without taking into account any adjustments for hedging, together with such other assignments, conveyances, amendments, agreements and First Amended Counterclaim Except for Claims Brought by Counterclaimants Against Counterclaim Defendant Funds 4 US, LLC, filed November 20, 2006, other writings each duly authorized and (y) Release and Discharge of Notice of Pendency of Action filed on September 27, 2004, filed December 29, 2005, and (2) recordation of a Release and Discharge of Notice of Pendency of Action that was recorded November 20, 2003 as Document No. 2003-254884executed).

Post-Closing. Each Credit Party executing this Agreement agrees that it shall and shall cause each other Credit Party to: (ia) deliver to the Agent no not later than 60 days five (5) Business Days after the Closing DateDate (or such later date as agreed to by the Administrative Agent), the audited consolidated balance sheets at June 30, 2005 and 2006 and the related statements of income and cash flows of Sellers with respect Loan Parties shall deliver all certificates evidencing any certificated Capital Stock pledged to the Acquired Theatres for Administrative Agent pursuant to, and as identified in, the Fiscal Years then endedSecurity Agreement, certified by KPMG LLPtogether with duly executed in blank, undated stock powers attached thereto; (iib) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments that evidence intercompany debt pledged to the Administrative Agent no pursuant to, and as identified in, the Security Agreement, together with duly executed customary allonges attached thereto; (c) not later than 60 thirty (30) days after the Closing Date (which time period may be extended in or such later date as agreed to by the Administrative Agent’s discretion), the Loan Parties shall deliver all notes or other instruments not delivered pursuant to clause (1b) a landlord estoppel agreement, in form and substance satisfactory above as required pursuant to the AgentSecurity Agreement, together with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas and (2) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texasduly executed customary allonges attached thereto; (iiid) use commercially reasonable efforts to deliver to the Agent no not later than 90 days after the Closing Date, landlord estoppel agreements, in form and substance reasonably satisfactory to the Agent, with respect to the following Acquired Theatres: Koko Marina; Ko’olau; Kaahumanu; and Kukui Mall; ten (iv10) deliver to the Agent no later than 180 days Business Days after the Closing Date (which time period may be extended in or such later date as agreed to by the Administrative Agent’s discretion), either (1) (x) a the Loan Parties shall deliver an estoppel letter, consent and waiver from the landlord estoppel agreement, in form and substance satisfactory to the Agent, with respect to the leased location of that real property located at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and (y) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇in the form previously agreed to between the Administrative Agent, ▇▇▇▇▇▇ or (2) a collateral assignment duly executed by the Borrower and Kahala Center Company, in form and substance satisfactory to the Agent, with respect to the Kahala Management Agreement.landlord; (ve) not later than sixty (60) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall (i) deliver to the Administrative Agent not later than 120 days after fully executed customary deposit account control agreements in favor of the Closing Date, Administrative Agent with respect to each deposit account held at a depositary bank other than SunTrust Bank which is required pursuant to the Koko Marina 8 leased location, evidence satisfactory terms of the Loan Documents to Agent of be subject to such deposit account control agreements or (1ii) recordation of a certified copy of (x) Stipulation for Dismissal With Prejudice of All Claims in the Complaint and First Amended Counterclaim Except case of any such deposit account for Claims Brought which such a control agreement has not been delivered by Counterclaimants Against Counterclaim Defendant Funds 4 USsuch date, LLC, filed November 20, 2006, and (y) Release and Discharge of Notice of Pendency of Action filed on September 27, 2004, filed December 29, 2005, and (2) recordation of a Release and Discharge of Notice of Pendency of Action that was recorded November 20, 2003 as Document No. 2003-254884.close such account;

Post-Closing. Each Credit Party executing this Agreement agrees that it shall and shall cause each other Credit Party to: (ia) deliver to the Agent no No later than 60 days after the Closing Date, the audited consolidated balance sheets at June thirty (30, 2005 and 2006 and the related statements of income and cash flows of Sellers with respect to the Acquired Theatres for the Fiscal Years then ended, certified by KPMG LLP; (ii) deliver to the Agent no later than 60 days after the Closing Date (which as such time period may be extended by the Administrative Agent in the Agent’s its sole discretion), each of the Borrower and each Subsidiary Guarantor shall grant a security interest in the Equity Interests of each direct Subsidiary of such Person by (1x) delivering to the Collateral Agent a landlord estoppel agreementduly executed supplement to the Security Agreement or such other document as the Collateral Agent and the Lenders shall deem appropriate for such purpose, (y) delivering supplements to Schedule 3.14 as are necessary to cause such annexes to be complete and accurate with respect to such additional Equity Interests and (z) delivering such other documents as the Collateral Agent or any Lender may reasonably request, all in form form, content and substance scope reasonably satisfactory to the Administrative Agent. (b) To the extent certificates in respect of the Certificated Securities or any intercompany notes, if any, pledged pursuant to the Security Agreement and required to be delivered to the Collateral Agent are not delivered to the Collateral Agent or its designee on or prior to the Closing Date (or, in the case of Certificated Securities delivered pursuant to clause (a) of this Section 5.15, on or prior to the date that is thirty (30) days after the Closing Date), accompanied by signed and undated stock powers or other appropriate instruments of transfer, after using commercially reasonable efforts, the Credit Parties shall deliver the same to the Collateral Agent as soon as practical thereafter but in any event no later than sixty (60) days following the Closing Date (as such time period may be extended by the Administrative Agent in its sole discretion); provided further that if such Certificated Securities or intercompany notes have not been delivered on or prior to the date that is sixty (60) days following the Closing Date (as may be extended) after using commercially reasonable efforts, the Credit Parties shall not be in breach of this Section 5.15 so long as the Credit Parties deliver a certificate to the Administrative Agent, with respect which shall certify that such Certificated Securities or intercompany notes are not held by any third party and continue to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas and (2) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas; (iii) use commercially reasonable efforts to deliver to the Agent no later than 90 days after the Closing Date, landlord estoppel agreements, in form and substance reasonably satisfactory to the Agent, with respect to the following Acquired Theatres: Koko Marina; Ko’olau; Kaahumanu; and Kukui Mall; (iv) deliver to the Agent no later than 180 days after the Closing Date (which time period may be extended in the Agent’s discretion), either (1) (x) a landlord estoppel agreement, in form and substance satisfactory to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and (y) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ such Certificated Securities or (2) a collateral assignment duly executed by Borrower and Kahala Center Company, in form and substance satisfactory to the Agent, with respect to the Kahala Management Agreementintercompany notes. (v) deliver to the Agent not later than 120 days after the Closing Date, with respect to the Koko Marina 8 leased location, evidence satisfactory to Agent of (1) recordation of a certified copy of (x) Stipulation for Dismissal With Prejudice of All Claims in the Complaint and First Amended Counterclaim Except for Claims Brought by Counterclaimants Against Counterclaim Defendant Funds 4 US, LLC, filed November 20, 2006, and (y) Release and Discharge of Notice of Pendency of Action filed on September 27, 2004, filed December 29, 2005, and (2) recordation of a Release and Discharge of Notice of Pendency of Action that was recorded November 20, 2003 as Document No. 2003-254884.

Post-Closing. Each Credit Party executing this Agreement agrees that it (a) The Borrower shall and shall cause each other Credit Party to: (i) deliver to the Agent Administrative Agent, no later than 60 days fifteen (15) Business Days after the Closing Date (or such later date as may be approved in the sole discretion of the Administrative Agent), evidence satisfactory to the Administrative Agent that the Borrower has entered into (and thereafter shall maintain in effect) Hedge Transactions with Approved Counterparties in respect of commodity prices for crude oil and natural gas such that the notional aggregate volumes of crude oil and natural gas covered by all Hedge Transactions of the Borrower, shall equal or exceed (a) for the period of twenty-four (24) consecutive full calendar months immediately following the Closing Date, seventy-five percent (75%) of the audited consolidated balance sheets at June 30reasonably projected aggregate monthly production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the Initial Engineering Report, 2005 and 2006 (b) for the period of twelve (12) consecutive full calendar months immediately following the period described in the foregoing clause (a) of this Section 4.03, fifty percent (50%) of the reasonably projected aggregate monthly production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the related statements of income and cash flows of Sellers with respect Loan Parties evaluated in the Initial Engineering Report; provided however, notwithstanding anything to the Acquired Theatres for contrary in this Agreement, the Fiscal Years then ended, certified by KPMG LLP;Borrower shall not enter into any collar transaction that has a floor less than eighty-five percent (85%) of the Strip Price as of the date the Borrower enters into such transaction. (iib) deliver to the Agent no later than 60 Within ninety (90) days after the Closing Date (which time period or such later date as may be extended approved in the sole discretion of the Administrative Agent’s discretion), the Borrower shall or shall have caused the applicable Loan Party to, transition the Accounts listed on Schedule 4.03 (1each an “Existing Account”) from Bank of Montreal to a landlord estoppel agreementLender, in form and substance a manner reasonably satisfactory to the Administrative Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas and (2) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas;. (iiic) use commercially reasonable efforts to deliver to the Agent no Not later than 90 the earlier of (i) the date that is sixty (60) days after the Closing DateDate (or such later date as may be approved in the sole discretion of the Administrative Agent) or (ii) the first date that any Deposit Account, landlord estoppel agreementsSecurities Account or Commodities Account established to replace an Existing Account has a fair market value in excess of $1,000, the Borrower shall, and shall cause each applicable Loan Party to, have executed and delivered in form and substance reasonably satisfactory to the Administrative Agent, a Control Agreement for such Deposit Account, Securities Account or Commodities Account; provided further, unless otherwise consented to by the Administrative Agent (in its sole discretion), no Loan Party shall have a Deposit Account, Securities Account or Commodity Account located with respect a financial institution that is not a Lender (other than, in the case of a financial institution that is or was a Lender but that has subsequently ceased to be a Lender, such financial institution, but subject to the following Acquired Theatres: Koko Marina; Ko’olau; Kaahumanu; and Kukui Mall;provisions of Section 6.18(b)). (ivd) deliver to the Agent no Not later than 180 the date that is sixty (60) days after the Closing Date (which time period or such later date as may be extended approved in the sole discretion of the Administrative Agent’s discretion), either (1) (x) a landlord estoppel agreementtitle information consistent with usual and customary standards for the geographic regions in which the Engineered Oil and Gas Properties are located, in form taking into account the size, scope and substance satisfactory to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇number of leases and w▇▇▇▇ ▇▇▇▇▇▇of the Borrower and the other Loan Parties; provided that after giving effect to its receipt of the title information to be provided pursuant to this clause (b)(v), ▇▇▇▇▇▇▇▇the Administrative Agent shall be reasonably satisfied with the title information covering Engineered Oil and Gas Properties comprising at least eighty-five percent (85%) of the total PV9 Value of the Proved Reserves, ▇▇▇▇▇▇ and (y) a leasehold mortgage, in form and substance satisfactory attributable to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ or (2) a collateral assignment duly executed by Borrower Engineered Oil and Kahala Center Company, in form and substance satisfactory to the Agent, with respect to the Kahala Management Agreement. (v) deliver to the Agent not later than 120 days after the Closing Date, with respect to the Koko Marina 8 leased location, evidence satisfactory to Agent of (1) recordation of a certified copy of (x) Stipulation for Dismissal With Prejudice of All Claims Gas Properties included in the Complaint Initial Engineering Report (without taking into account any adjustments for hedging, together with such other assignments, conveyances, amendments, agreements and First Amended Counterclaim Except for Claims Brought by Counterclaimants Against Counterclaim Defendant Funds 4 US, LLC, filed November 20, 2006, other writings each duly authorized and (y) Release and Discharge of Notice of Pendency of Action filed on September 27, 2004, filed December 29, 2005, and (2) recordation of a Release and Discharge of Notice of Pendency of Action that was recorded November 20, 2003 as Document No. 2003-254884executed).

Post-Closing. (a) Each Credit Party executing this Agreement agrees that it shall and shall cause each other Credit Party to: (i) deliver to the US Administrative Agent no later than 60 each of the items set forth on Schedule 5.6 attached hereto with respect to each of STS Holdings Inc., a Nevada corporation, NCS 107 International LLC, a Texas limited liability company, NCS International 2, LLC, a Texas limited liability company within 30 days after the Closing DateAmendment No. 1 Effective Date (or such later date acceptable to the US Administrative Agent in its sole discretion) instead of within the time requirements set forth in Schedule 5.6. (b) Within 10 Business Days after the Amendment No. 1 Effective Date (or such later date acceptable to the US Administrative Agent in its sole discretion), the audited consolidated balance sheets at June 30Credit Parties shall deliver, 2005 and 2006 and the related statements of income and cash flows of Sellers with respect or cause to be delivered, to the Acquired Theatres US Administrative Agent the original stock certificates evidencing all of the Equity Interests of STS Holdings Inc. in the name of the holder of such Equity Interests together with stock powers executed in blank (in form previously delivered to the US Administrative Agent for the Fiscal Years then ended, certified by KPMG LLP;stock certificates held in the name of the predecessor-in-interest to such holder. (iic) deliver to the Agent no later than 60 Within 45 days after the Closing Amendment No. 1 Effective Date (which time period may be extended or such later date acceptable to the US Administrative Agent in the Agent’s its sole discretion), (1) a landlord estoppel agreement, in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas and (2) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas; (iii) use Credit Parties shall have used commercially reasonable efforts to seek and deliver to the Agent no later than 90 days after the Closing Date, landlord estoppel agreements, a lien waiver or subordination agreement in form and substance reasonably satisfactory to the Agent, with respect US Administrative Agent for each leased premises on which any equipment or Inventory of any Credit Party is located (other such premises covered under Section 6.14(a)(iv) or (vi)). (d) Within 5 Business Days after the Amendment No. 1 Effective Date (or such later date acceptable to the following Acquired Theatres: Koko Marina; Ko’olau; Kaahumanu; and Kukui Mall; (iv) deliver to the US Administrative Agent no later than 180 days after the Closing Date (which time period may be extended in the Agent’s its sole discretion), either the Credit Parties shall deliver, or cause to be delivered, to the US Administrative Agent the original promissory note dated as of December 16, 2019 made by Aero Lift Machine LLC, a Texas limited liability company in favor of one or more of the Credit Parties together with an allonge or other endorsement (1) (x) a landlord estoppel agreement, in form and substance reasonably satisfactory to the US Administrative Agent, with respect to the leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and (y) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ or (2) a collateral assignment duly for such promissory note executed by Borrower and Kahala Center Company, the holder(s) of such promissory note in form and substance satisfactory to favor of the US Administrative Agent, with respect to the Kahala Management Agreement. (v) deliver to the Agent not later than 120 days after the Closing Date, with respect to the Koko Marina 8 leased location, evidence satisfactory to Agent of (1) recordation of a certified copy of (x) Stipulation for Dismissal With Prejudice of All Claims in the Complaint and First Amended Counterclaim Except for Claims Brought by Counterclaimants Against Counterclaim Defendant Funds 4 US, LLC, filed November 20, 2006, and (y) Release and Discharge of Notice of Pendency of Action filed on September 27, 2004, filed December 29, 2005, and (2) recordation of a Release and Discharge of Notice of Pendency of Action that was recorded November 20, 2003 as Document No. 2003-254884.

Post-Closing. Each Credit Party executing this Agreement agrees On the Original Financing Statement Termination Date, the First Lien Administrative Agent will terminate the Original Financing Statement. Claimholder without notice to or consent by the Second Lien Claimholders, provided that it the aggregate principal amount of such additional protective advances and DIP Loans shall and shall cause each other Credit Party to: in no event exceed $75,000,000 at any time outstanding (the “Maximum Additional First Lien Indebtedness Amount”). For the avoidance of doubt, (i) deliver to the Agent no later than 60 days after principal amount of any loans under the Term Loan Facility constituting First Lien Obligations shall be reduced by the aggregate amount of all repayments or prepayments of principal of such loans made under the Term Loan Facility on the Closing DateDate (subject, at all times, to any increases in principal amount resulting from any Protective/DIP Advances in an amount not to exceed the audited consolidated balance sheets at June 30, 2005 Maximum Additional First Lien Indebtedness) and 2006 and the related statements of income and cash flows of Sellers with respect to the Acquired Theatres for the Fiscal Years then ended, certified by KPMG LLP; (ii) deliver the First Lien Obligations shall not include (x) the aggregate amount of any amendment to increase the Agent no later than 60 days “applicable margin” or similar component of interest rate under any of the documents after the Closing Date (which time period may be extended in the Agent’s discretion), (1) a landlord estoppel agreement, in form and substance satisfactory related to the Agent, with respect to First Lien Credit Facility that exceeds 3.00% per annum (the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas and (2“First Lien Debt Margin Cap”) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas; (iii) use commercially reasonable efforts to deliver to the Agent no later than 90 days after the Closing Date, landlord estoppel agreements, in form and substance reasonably satisfactory to the Agent, with respect to the following Acquired Theatres: Koko Marina; Ko’olau; Kaahumanu; and Kukui Mall; (iv) deliver to the Agent no later than 180 days after the Closing Date (which time period may be extended in the Agent’s discretion), either (1) (x) a landlord estoppel agreement, in form and substance satisfactory to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and or (y) a leasehold mortgage, in form and substance satisfactory any prepayment premium or prepayment fee under any of the documents related to the First Lien Credit Facility in excess of the Exit Fee. Second Lien Claimholders: U.S. Bank National Association (the “Second Lien Agent”) and the purchasers (the “Purchasers” and, collectively with the Second Lien Agent, with respect the “Second Lien Claimholders”) from time to time party to the leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Note Purchase Agreement, ▇▇▇▇▇▇▇▇dated August 8, ▇▇▇▇▇▇ 2014 (as amended, restated, supplemented or (2) a collateral assignment duly executed by Borrower otherwise modified from time to time, the “Note Purchase Agreement”). The First Lien Claimholders and Kahala Center Company, in form and substance satisfactory to the Agent, with respect to Second Lien Claimholders are the Kahala Management Agreement“Secured Parties”. (v) deliver to the Agent not later than 120 days after the Closing Date, with respect to the Koko Marina 8 leased location, evidence satisfactory to Agent of (1) recordation of a certified copy of (x) Stipulation for Dismissal With Prejudice of All Claims in the Complaint and First Amended Counterclaim Except for Claims Brought by Counterclaimants Against Counterclaim Defendant Funds 4 US, LLC, filed November 20, 2006, and (y) Release and Discharge of Notice of Pendency of Action filed on September 27, 2004, filed December 29, 2005, and (2) recordation of a Release and Discharge of Notice of Pendency of Action that was recorded November 20, 2003 as Document No. 2003-254884.

Post-Closing. Each Credit Party executing this Agreement agrees that it shall and shall cause each other Credit Party to: (ia) deliver to the Agent no not later than 60 days five (5) Business Days after the Closing DateDate (or such later date as agreed to by the Administrative Agent), the audited consolidated balance sheets at June 30, 2005 and 2006 and the related statements of income and cash flows of Sellers with respect Loan Parties shall deliver all certificates evidencing any certificated Capital Stock pledged to the Acquired Theatres for Administrative Agent pursuant to, and as identified in, the Fiscal Years then endedSecurity Agreement, certified by KPMG LLPtogether with duly executed in blank, undated stock powers attached thereto; (iib) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments that evidence intercompany debt pledged to the Administrative Agent no pursuant to, and as identified in, the Security Agreement, together with duly executed customary allonges attached thereto; (c) not later than 60 thirty (30) days after the Closing Date (which time period may be extended in or such later date as agreed to by the Administrative Agent’s discretion), the Loan Parties shall deliver all notes or other instruments not delivered pursuant to clause (1b) a landlord estoppel agreement, in form and substance satisfactory above as required pursuant to the AgentSecurity Agreement, together with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas and (2) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texasduly executed customary allonges attached thereto; (iiid) use commercially reasonable efforts to deliver to the Agent no not later than 90 days after the Closing Date, landlord estoppel agreements, in form and substance reasonably satisfactory to the Agent, with respect to the following Acquired Theatres: Koko Marina; Ko’olau; Kaahumanu; and Kukui Mall; ten (iv10) deliver to the Agent no later than 180 days Business Days after the Closing Date (which time period may be extended in or such later date as agreed to by the Administrative Agent’s discretion), either (1) (x) a the Loan Parties shall deliver an estoppel letter, consent and waiver from the landlord estoppel agreement, in form and substance satisfactory to the Agent, with respect to the leased location of that real property located at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ and (y) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇▇▇, in the form previously agreed to between the Administrative Agent, the Borrower and the landlord; (e) not later than sixty (60) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall (i) deliver to the Administrative Agent fully executed customary deposit account control agreements in favor of the Administrative Agent with respect to each deposit account held at a depositary bank other than SunTrust Bank which is required pursuant to the terms of the Loan Documents to be subject to such deposit account control agreements or (ii) in the case of any such deposit account for which such a control agreement has not been delivered by such date, close such account; (f) not later than the date that the Borrower’s or one of its Subsidiaries’ purchase of the remaining Capital Stock of Power Pay, Inc. is consummated (as permitted by Section 7.4(f)), the Loan Parties shall deliver evidence to the Administrative Agent that the Promissory Note dated October 1, 2005 executed by PowerPay, LLC in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (g) not later than thirty (30) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver evidence to the Administrative Agent that the Unsecured Subordinated Promissory Note dated May 27, 2011 executed by Commerce Payment Group LLC in favor of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ has been (i) paid in full and terminated or (2ii) a collateral assignment duly executed by Borrower and Kahala Center Company, in form and substance subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent, with respect to the Kahala Management Agreement.; (vh) deliver to the Agent not later than 120 ninety (90) days after the Closing Date, with respect the Loan Parties shall deliver evidence to the Koko Marina 8 leased locationAdministrative Agent that the Excluded Merchant Reserve and Settlement Accounts held at HSBC Bank, USA, N.A., as set forth on Schedule 1.1, have been closed; and (i) not later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence satisfactory to the Administrative Agent that the Indebtedness of (1) recordation of a certified copy of (x) Stipulation for Dismissal With Prejudice of All Claims EVO Merchant Services, LLC pursuant to an Automated Clearing House / Overdraft Protection Arrangement with HSBC Bank USA, National Association, as further described on Schedule 7.1, shall have been paid in full and terminated, the Complaint HSBC Cash Collateral Pledge Agreement, as further described on Schedule 7.2, shall have been terminated and First Amended Counterclaim Except for Claims Brought by Counterclaimants Against Counterclaim Defendant Funds 4 US, LLC, filed November 20, 2006released, and (y) Release the HSBC Cash Collateral shall have been released and Discharge of Notice of Pendency of Action filed on September 27, 2004, filed December 29, 2005, and (2) recordation of a Release and Discharge of Notice of Pendency of Action that was recorded November 20, 2003 as Document No. 2003-254884returned to the Loan Parties.

Post-Closing. Each Credit Party executing this Agreement agrees that it shall and shall cause each other Credit Party to: (ia) deliver to the Agent no not later than 60 days five (5) Business Days after the Closing DateDate (or such later date as agreed to by the Administrative Agent), the audited consolidated balance sheets at June 30, 2005 and 2006 and the related statements of income and cash flows of Sellers with respect Loan Parties shall deliver all certificates evidencing any certificated Capital Stock pledged to the Acquired Theatres for Administrative Agent pursuant to, and as identified in, the Fiscal Years then endedSecurity Agreement, certified by KPMG LLPtogether with duly executed in blank, undated stock powers attached thereto; (iib) not later than ten (10) Business Days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver all notes or other instruments that evidence intercompany debt pledged to the Administrative Agent no pursuant to, and as identified in, the Security Agreement, together with duly executed customary allonges attached thereto; (c) not later than 60 thirty (30) days after the Closing Date (which time period may be extended in or such later date as agreed to by the Administrative Agent’s discretion), the Loan Parties shall deliver all notes or other instruments not delivered pursuant to clause (1b) a landlord estoppel agreement, in form and substance satisfactory above as required pursuant to the AgentSecurity Agreement, together with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas and (2) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texasduly executed customary allonges attached thereto; (iiid) use commercially reasonable efforts to deliver to the Agent no not later than 90 days after the Closing Date, landlord estoppel agreements, in form and substance reasonably satisfactory to the Agent, with respect to the following Acquired Theatres: Koko Marina; Ko’olau; Kaahumanu; and Kukui Mall; ten (iv10) deliver to the Agent no later than 180 days Business Days after the Closing Date (which time period may be extended in or such later date as agreed to by the Administrative Agent’s discretion), either (1) (x) a the Loan Parties shall deliver an estoppel letter, consent and waiver from the landlord estoppel agreement, in form and substance satisfactory to the Agent, with respect to the leased location of that real property located at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ and (y) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇▇▇, in the form previously agreed to between the Administrative Agent, the Borrower and the landlord; (e) not later than sixty (60) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall (i) deliver to the Administrative Agent fully executed customary deposit account control agreements in favor of the Administrative Agent with respect to each deposit account held at a depositary bank other than SunTrust Bank which is required pursuant to the terms of the Loan Documents to be subject to such deposit account control agreements or (ii) in the case of any such deposit account for which such a control agreement has not been delivered by such date, close such account; (f) not later than the date that the Borrower’s or one of its Subsidiaries’ purchase of the remaining Capital Stock of Power Pay, Inc. is consummated (as permitted by Section 7.4(f)), the Loan Parties shall deliver evidence to the Administrative Agent that the Promissory Note dated October 1, 2005 executed by PowerPay, LLC in favor of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ has been (i) paid in full and terminated or (ii) subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (g) not later than thirty (30) days after the Closing Date (or such later date as agreed to by the Administrative Agent), the Loan Parties shall deliver evidence to the Administrative Agent that the Unsecured Subordinated Promissory Note dated May 27, 2011 executed by Commerce Payment Group LLC in favor of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ has been (i) paid in full and terminated or (2ii) a collateral assignment duly executed by Borrower and Kahala Center Company, in form and substance subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent, with respect to the Kahala Management Agreement.; (vh) deliver to the Agent not later than 120 ninety (90) days after the Closing Date, with respect the Loan Parties shall deliver evidence to the Koko Marina 8 leased locationAdministrative Agent that the Excluded Merchant Reserve and Settlement Accounts held at HSBC Bank, USA, N.A., as set forth on Schedule I.1 have been closed; and (i) not later than ninety (90) days after the Closing Date, the Loan Parties shall deliver evidence satisfactory to the Administrative Agent that the Indebtedness of (1) recordation of a certified copy of (x) Stipulation for Dismissal With Prejudice of All Claims EVO Merchant Services, LLC pursuant to an Automated Clearing House / Overdraft Protection Arrangement with HSBC Bank USA, National Association, as further described on Schedule 7.1, shall have been paid in full and terminated, the Complaint HSBC Cash Collateral Pledge Agreement, as further described on Schedule 7.2, shall have been terminated and First Amended Counterclaim Except for Claims Brought by Counterclaimants Against Counterclaim Defendant Funds 4 US, LLC, filed November 20, 2006released, and (y) Release the HSBC Cash Collateral shall have been released and Discharge of Notice of Pendency of Action filed on September 27, 2004, filed December 29, 2005, and (2) recordation of a Release and Discharge of Notice of Pendency of Action that was recorded November 20, 2003 as Document No. 2003-254884returned to the Loan Parties.

Post-Closing. Each Credit Party executing this Agreement agrees that it Borrower shall and shall cause each other Credit Party todeliver to Agent the following, not later than the dates set forth below: (ia) deliver to the Agent no Not later than 60 thirty (30) days after the Closing Date, the audited consolidated balance sheets at June 30, 2005 and 2006 and the related statements of income and cash flows of Sellers with respect to the Acquired Theatres for the Fiscal Years then ended, certified by KPMG LLP; (ii) deliver to the Agent no later than 60 days after following the Closing Date (which or such longer period of time period may be extended as agreed to by Agent in the Agent’s writing in its sole discretion), duly executed landlord consents for its (1i) a landlord estoppel agreement, in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas chief executive office or its principal place of business and (2ii) a leasehold mortgageoffices or business locations, including warehouses, containing in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas;excess of Five Hundred Thousand Dollars ($500,000) of Borrower’s assets or property. (iiib) use commercially reasonable efforts to deliver to the Agent no Not later than 90 days after the Closing Date, landlord estoppel agreements, in form and substance reasonably satisfactory to the Agent, with respect to the ten (10) Business Days following Acquired Theatres: Koko Marina; Ko’olau; Kaahumanu; and Kukui Mall; (iv) deliver to the Agent no later than 180 days after the Closing Date (which or such longer period of time period may be extended as agreed to by Agent in the Agent’s writing in its sole discretion), either a duly executed Account Control Agreement regarding each Deposit Account or securities account (1that is not an Excluded Account) maintained by any Borrower that is not already subject to an Account Control Agreement, provided that (xi) a landlord estoppel agreement, in form and substance satisfactory no proceeds of any Advance shall be transferred to the Agent, with respect any Deposit Account that is not subject to the leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ an Account Control Agreement and (yii) a leasehold mortgagenotwithstanding the foregoing, the deadline for the account ending [***] listed on Exhibit D shall be sixty (60) days. (c) Not later than thirty (30) days following the Closing Date (or such longer period of time as agreed to by Agent in form writing in its sole discretion), all insurance endorsements and substance satisfactory copies of each insurance policy required by Section 6.2 hereunder. (d) Not later than thirty (30) days following the Closing Date (or such longer period of time as agreed to by Agent in writing in its sole discretion), Borrower shall cause the shares of common stock of the MSC Subsidiary and that are the subject of the pledged collateral under the Pledge Agreement to be certificated and the original certificate and power (undated and executed in blank) to be delivered to Agent. (e) Not later than forty five (45) days following the Closing Date (or such longer period of time as agreed to by Agent in writing in its sole discretion), with respect Borrower shall deliver to Agent the leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ or original certificate and power (undated and executed in blank) representing 65% of the shares of Disc Medicine Pty Ltd. (f) Not later than two (2) a collateral assignment duly executed by Borrower and Kahala Center Company, in form and substance satisfactory to the Agent, with respect to the Kahala Management Agreement. (v) deliver to the Agent not later than 120 days after Business Days following the Closing DateDate (or such longer period of time as agreed to by Agent in writing in its sole discretion), with respect to the Koko Marina 8 leased location, evidence satisfactory to Agent all certificates of (1) recordation of a certified copy of (x) Stipulation for Dismissal With Prejudice of All Claims in the Complaint and First Amended Counterclaim Except for Claims Brought by Counterclaimants Against Counterclaim Defendant Funds 4 US, LLC, filed November 20, 2006, and (y) Release and Discharge of Notice of Pendency of Action filed on September 27, 2004, filed December 29, 2005, and (2) recordation of a Release and Discharge of Notice of Pendency of Action that was recorded November 20, 2003 as Document No. 2003-254884insurance required hereunder.

Post-Closing. Each Credit Party executing this Agreement agrees (a) No later than 15 days after the Closing Date, the Borrower shall deliver a schedule to the Administrative Agent setting forth the correct address of each real property that it shall and shall cause each other Credit Party to:was owned by the Borrower or any Guarantor as of the Closing Date. (i) The Borrower agrees to deliver to the Collateral Agent as soon as practicable but in no event later than 45 days after the Closing Date, replacement stock certificates evidencing Equity Interests in each entity referred to in paragraph 1 of Schedule 11, together with stock powers executed in blank or other appropriate instruments of pledge relating thereto. (ii) The Borrower agrees to deliver to the Collateral Agent as soon as practicable but in no event later than 60 days after the Closing Date, the audited consolidated balance sheets at June 30stock certificates evidencing Equity Interests in each entity referred to in paragraph 2 of Schedule 11, 2005 and 2006 and the related statements together with stock powers executed in blank or other appropriate instruments of income and cash flows of Sellers with respect to the Acquired Theatres for the Fiscal Years then ended, certified by KPMG LLP; (ii) deliver to the Agent no later than 60 days after the Closing Date (which time period may be extended in the Agent’s discretion), (1) a landlord estoppel agreement, in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas and (2) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas;pledge relating thereto. (iii) use commercially reasonable efforts Notwithstanding the foregoing provisions of this clause (b), if despite the Borrower's best efforts, the Borrower fails to deliver any of the foregoing items to the Collateral Agent no later than 90 days after within the Closing Datetime periods specified above, landlord estoppel agreements, in form and substance reasonably satisfactory the Collateral Agent may (but shall not be obligated to) consent to the Agent, with respect to the following Acquired Theatres: Koko Marina; Ko’olau; Kaahumanu; and Kukui Mall; (iv) deliver to the Agent no later than 180 days after the Closing Date (which additional time period may be extended in the Agent’s discretion), either (1) (x) a landlord estoppel agreement, in form and substance satisfactory to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and (y) a leasehold mortgage, in form and substance satisfactory to the Agent, with respect to the leased location at 4▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ or (2) a collateral assignment duly executed by Borrower and Kahala Center Company, in form and substance satisfactory to the Agent, with respect to the Kahala Management Agreementperiods for such delivery. (vc) deliver If at any time the granting of a pledge or other security interest over the Equity Interests in Cornerstone is not prohibited by Cayman Islands law, Vencor shall ensure that a pledge or such other security interest over such Equity Interests is granted to the Collateral Agent not later than 120 days after for the Closing Date, with respect benefit of the Lenders and that stock certificates evidencing such Equity Interests are promptly delivered to the Koko Marina 8 leased locationCollateral Agent together with signed stock powers or other appropriate instruments of transfer relating thereto. Prior to such time, evidence satisfactory Vencor shall ensure that no Lien over such Equity Interests is granted to Agent of any Person. (1d) recordation of a certified copy of (xi) Stipulation for Dismissal With Prejudice of All Claims Vencor shall (A) ensure that the Liens and title defects listed on the schedule to the Encumbrance Letter are paid, discharged or removed in accordance with the Complaint and First Amended Counterclaim Except for Claims Brought by Counterclaimants Against Counterclaim Defendant Funds 4 US, LLC, filed November 20, 2006provisions of, and within the time periods (yif any) Release and Discharge of Notice of Pendency of Action filed on September 27specified in, 2004, filed December 29, 2005, the Encumbrance Letter and (2B) recordation comply with the other provisions of a Release and Discharge of Notice of Pendency of Action that was recorded November 20, 2003 as Document No. 2003-254884the Encumbrance Letter.