Common use of Post-Closing Clause in Contracts

Post-Closing. In the event Magellan, any Subco, or any other subsidiary of Magellan other than Green Spring at any time or from time to time from and after Closing desires to acquire any New Facilities, which Magellan or such subsidiary intends to own and/or operate in a manner substantially similar to the Facilities, the Purchaser shall have a right of first refusal to acquire such New Facility upon the terms and conditions hereinafter set forth. The Purchaser shall have thirty (30) days after receipt from Magellan of a copy of an executed letter of intent with a seller of any such New Facility to notify Magellan of its election to exercise such right of first refusal. The Purchaser's failure so to notify Magellan shall be deemed to be a waiver of the Purchaser's right to exercise its right of first refusal with respect to the New Facility that was the subject of Magellan's notice; however, the Purchaser's failure so to notify Magellan shall not be deemed to be a waiver of any of the Purchaser's rights or remedies under the noncompetition or other provisions of the Transaction Documents or a waiver of its rights with respect to any future New Facility. If the Purchaser elects not to exercise such right of first refusal, Magellan may close and consummate such transaction on substantially the terms as set forth in the letter of intent, subject to compliance with the applicable provisions of the other Transaction Documents. If Magellan acquires any such New Facility, then simultaneously with closing of such acquisition Magellan shall enter into a management agreement with OpCo covering such New Facility, pursuant to which OpCo shall manage and operate such New Facility in exchange for payment by Magellan to OpCo of OpCo's costs plus a fair market value management fee. Magellan shall negotiate such management fee with OpCo in good faith. If Magellan and OpCo are unable to agree upon a fair market value management fee, then such dispute shall be resolved by appraisal in the manner provided for determining the Fair Market Value of the Franchise (as such terms are defined in the Franchise Agreement), as set forth in Section 4.4 of the Franchise Agreement, except that the term "Qualified Appraiser" used therein, for purposes of determining a fair market value management fee pursuant to this Section 14.2, shall have the meaning given such term in Section 14.1(a) hereof. If the Purchaser exercises its right of first refusal, the Purchaser shall be obligated to acquire the New Facility on the terms set forth in the letter of intent; provided, however, that the Purchaser's exercise of such right shall be conditioned upon (1) the Purchaser's and OpCo's execution at or as of the closing of the acquisition of such New Facility of an amendment to the Master Facilities Lease adding such New Facility to the leased premises thereunder and adjusting the rent payable thereunder appropriately (with the rent payable for such New Facility to be determined on the same basis as the rent payable for the Facilities during the initial Lease Year, as defined in the Facilities Lease, escalating on the same basis as the rent payable for the Facilities), and (2) Magellan's and OpCo's execution at or as of the closing of the acquisition of such New Facility of (A) an amendment to the Master Franchise Agreement adding such New Facility to the facilities covered thereby and adjusting the franchise fee payable thereunder appropriately (with the franchise fee payable for such New Facility to be determined on the same basis as the franchise fee payable for the Facilities during the first and second Contract Years (as defined in the Franchise Agreement), escalating on the same basis as the franchise fee payable for the Facilities), and (B) a Subsidiary Franchise Agreement covering such New Facility, upon substantially the same terms and conditions as the Subsidiary Franchise Agreement covering each of the other Facilities. Notwithstanding anything set forth in this Agreement to the contrary, the provisions of this Section 14.2 shall survive Closing for a period equal to the term of the Facilities Lease, including all extensions and renewals thereof.

Post-Closing. In the event Magellan, any Subco, or any other subsidiary of Magellan other than Green Spring at any time or from time to time from and after Closing desires to acquire any New Facilities, which Magellan or such subsidiary intends to own and/or operate in a manner substantially similar to the Facilities, the Purchaser shall have a right of first refusal to acquire such New Facility upon the terms and conditions hereinafter set forth. The Purchaser shall have thirty (30) days after receipt from Magellan of a copy of an executed letter of intent with a seller of any such New Facility to notify Magellan of its election to exercise such right of first refusal. The Purchaser's failure so to notify Magellan shall be deemed to be a waiver of the Purchaser's right to exercise its right of first refusal with respect to the New Facility that was the subject of Magellan's notice; however, the Purchaser's failure so to notify Magellan shall not be deemed to be a waiver of any of the Purchaser's rights or remedies under the noncompetition or other provisions of the Transaction Documents or a waiver of its rights with respect to any future New Facility. If the Purchaser elects not to exercise such right of first refusal, Magellan may close and consummate such transaction on substantially the terms as set forth in the letter of intent, subject to compliance with the applicable provisions of the other Transaction Documents. If Magellan acquires any such New Facility, then simultaneously with closing of such acquisition Magellan shall enter into a management agreement with OpCo covering such New Facility, pursuant to which OpCo shall manage and operate such New Facility in exchange for payment by Magellan to OpCo of OpCo's costs plus a fair market value management fee. Magellan shall negotiate such management fee with OpCo in good faith. If Magellan and OpCo are unable to agree upon a fair market value management fee, then such dispute shall be resolved by appraisal in the manner provided for determining the Fair Market Value of the Franchise (as such terms are defined in the Franchise Agreement), as set forth in Section 4.4 of the Franchise Agreement, except that the term "Qualified Appraiser" used therein, for purposes of determining a fair market value management fee pursuant to this Section 14.2, shall have the meaning given such term in Section 14.1(a) hereof. If the Purchaser exercises its right of first refusal, the Purchaser shall be obligated to acquire the New Facility on the terms set forth in the letter of intent; provided, however, that the Purchaser's exercise of such right shall be conditioned upon (1) the Purchaser's and OpCo's execution at or as of the closing of the acquisition of such New Facility of an amendment to the Master Facilities Lease adding such New Facility to the leased premises thereunder and adjusting the rent payable thereunder appropriately (with the rent payable for such New Facility to be determined on the same basis as the rent payable for the Facilities during the initial Lease Year, as defined in the Facilities Lease, escalating on the same basis as the rent payable for the Facilities), and (2) Magellan's and OpCo's execution at or as of the closing of the acquisition of such New Facility of (A) an amendment to the Master Franchise Agreement adding such New Facility to the facilities covered thereby and adjusting the franchise fee payable thereunder appropriately (with the franchise fee payable for such New Facility to be determined on the same basis as the franchise fee payable for the Facilities during the first and second Contract Years (as defined in the Franchise Agreement), escalating on the same basis as the franchise fee payable for the Facilities), and (B) a Subsidiary Franchise Agreement covering such New Facility, upon substantially the same terms and conditions as the Subsidiary Franchise Agreement covering each of the other Facilities. Notwithstanding anything set forth in this Agreement to the contrary, the provisions of this Section 14.2 shall survive Closing for a period equal to the term of the Facilities Lease, including all extensions and renewals thereof.with

Post-Closing. In After the event MagellanClosing, Buyer shall make diligent good faith efforts to collect all unpaid Rents for any Subcoperiod prior to the Closing, provided that Buyer shall have no obligation to institute litigation or terminate any Leases in connection with any such collections. Any Rents due and owing Seller before the Closing Date by Tenants under the Leases that are unpaid at the Closing, are herein called "Delinquent Rents". There shall be no cash credit to Seller at Closing on account of any Delinquent Rents, but following Closing, rental and other subsidiary payments received by Buyer or Seller from Tenants shall be first applied toward the actual out-of-pocket costs of Magellan collection paid to parties other than Green Spring at the managing agent of the Property, second toward the payment of rent and other charges then currently owed to Buyer, and third such Rents shall be applied toward the payment of Delinquent Rents. Seller shall have and reserves the right to pursue any time remedy against any Tenant owing Delinquent Rents, provided that Seller shall in no event institute any proceeding for the purpose of evicting or dispossessing a Tenant from time the Real Property. In connection with the foregoing, Buyer shall reasonably cooperate with Seller in any collection efforts hereunder. Buyer may not waive any Delinquent Rents nor modify a Lease so as to time from and after Closing desires reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to acquire any New Facilitiesreceive a share of charges or amounts without first obtaining Seller's written consent, which Magellan consent may be given or withheld in Seller's sole and absolute discretion. Notwithstanding the foregoing, Buyer may, by written notice to Seller, restrict Seller from collecting such subsidiary intends to own and/or operate in a manner substantially similar to the FacilitiesDelinquent Rents, the Purchaser shall have a right of but only if Buyer first refusal to acquire pays Seller such New Facility upon the terms and conditions hereinafter set forth. The Purchaser shall have thirty (30) days after receipt from Magellan of a copy of an executed letter of intent with a seller of any such New Facility to notify Magellan of its election to exercise such right of first refusal. The Purchaser's failure so to notify Magellan shall be deemed to be a waiver of the Purchaser's right to exercise its right of first refusal with respect to the New Facility that was the subject of Magellan's notice; however, the Purchaser's failure so to notify Magellan shall not be deemed to be a waiver of any of the Purchaser's rights or remedies under the noncompetition or other provisions of the Transaction Documents or a waiver of its rights with respect to any future New Facility. If the Purchaser elects not to exercise such right of first refusal, Magellan may close and consummate such transaction on substantially the terms as set forth in the letter of intent, subject to compliance with the applicable provisions of the other Transaction Documents. If Magellan acquires any such New Facility, then simultaneously with closing of such acquisition Magellan shall enter into a management agreement with OpCo covering such New Facility, pursuant to which OpCo shall manage and operate such New Facility Delinquent Rents in exchange for payment by Magellan Seller's assignment to OpCo Buyer of OpCoall of Seller's costs plus a fair market value management fee. Magellan shall negotiate such management fee rights and causes of action with OpCo in good faith. If Magellan and OpCo are unable to agree upon a fair market value management fee, then such dispute shall be resolved by appraisal in the manner provided for determining the Fair Market Value of the Franchise (as such terms are defined in the Franchise Agreement), as set forth in Section 4.4 of the Franchise Agreement, except that the term "Qualified Appraiser" used therein, for purposes of determining a fair market value management fee pursuant to this Section 14.2, shall have the meaning given such term in Section 14.1(a) hereof. If the Purchaser exercises its right of first refusal, the Purchaser shall be obligated to acquire the New Facility on the terms set forth in the letter of intent; provided, however, that the Purchaser's exercise of such right shall be conditioned upon (1) the Purchaser's and OpCo's execution at or as of the closing of the acquisition of such New Facility of an amendment to the Master Facilities Lease adding such New Facility to the leased premises thereunder and adjusting the rent payable thereunder appropriately (with the rent payable for such New Facility to be determined on the same basis as the rent payable for the Facilities during the initial Lease Year, as defined in the Facilities Lease, escalating on the same basis as the rent payable for the Facilities), and (2) Magellan's and OpCo's execution at or as of the closing of the acquisition of such New Facility of (A) an amendment to the Master Franchise Agreement adding such New Facility to the facilities covered thereby and adjusting the franchise fee payable thereunder appropriately (with the franchise fee payable for such New Facility to be determined on the same basis as the franchise fee payable for the Facilities during the first and second Contract Years (as defined in the Franchise Agreement), escalating on the same basis as the franchise fee payable for the Facilities), and (B) a Subsidiary Franchise Agreement covering such New Facility, upon substantially the same terms and conditions as the Subsidiary Franchise Agreement covering each of the other Facilities. Notwithstanding anything set forth in this Agreement to the contrary, the provisions of this Section 14.2 shall survive Closing for a period equal to the term of the Facilities Lease, including all extensions and renewals thereofrespect thereto.

Post-Closing. In The Parties acknowledge that their intent is not to invoice or xxxx the event Magellanother Party for cash calls or joint interest xxxxxxxx (“JIB(s)”) with respect to any well proposed to be drilled or well then currently conducting drilling and/or completion operations on the Subject Leases. However, if an Assignor is assigning a portion of the Subject Leases to the Assignee for which the Assignor has received revenues and/or made JIB payments and/or payments for drilling, completion or other costs associated with oil and gas operations involving such portion of the Subject Leases, the following shall apply: To the extent previously paid by Assignor, the Assignee, as applicable, shall refund to the Assignor the sum of all prepayments, cash calls and/or JIB(s), as well as other drilling and completion payments (herein “Payments”) made, net of all revenues received, in connection with such portion of the Subject Leases as to periods subsequent to the Effective Date. Notwithstanding the foregoing, the Parties shall not be required to refund any Subcoprepayments, cash calls or other payments (or revenues) with respect to that Party’s interest in and to the Excluded Wellbores or the Excluded Assets; provided, however, for the avoidance of doubt, that income, franchise, and similar Taxes of Assignor shall not be borne by Assignee. The Parties agree that the intent of this procedure (as practically as possible) is to “undo” the direct cash flows for periods subsequent to the Effective Date, which the Assignor incurred as a result of participating as a working interest owner in operations involving the Subject Leases assigned to the Assignee at Closing, unless such direct cash flows are with respect to the relevant Party’s interest in and to the Excluded Wellbores or the Excluded Assets. Any and all payments or refunds due to a Party hereunder shall be paid within one hundred and fifty (150) days of the date of execution and delivery of the Assignments described in Paragraph 3.4 herein by wire transfer of certified funds: Except as otherwise provided in this Agreement, all costs, expenses, disbursements, and obligations attributable to the Subject Leases for periods of time prior to the Effective Date shall be the obligation of the applicable Assignor, and such Assignor shall promptly pay, or any other subsidiary of Magellan other than Green Spring at any time or from time to time if paid by Assignee, promptly reimburse Assignee for and hold Assignee harmless from and after against same under the Closing desires Settlement Statement and Post-Closing Settlement Statement mechanism below. At least five (5) business days prior to acquire any New FacilitiesClosing, ___________ shall provide ___________ with a closing settlement statement covering all adjustments, without duplication, to be made at Closing under this transaction in substantially the same form and content as Exhibit “F” (the “Closing Settlement Statement”). To the extent available, actual numbers shall be used. If not available, ___________ shall use reasonable and good faith estimates of the same, which Magellan estimates shall be adjusted to take into account actual numbers in connection with the Closing Settlement Statement. ___________ may then respond with any comments within two (2) business days prior to Closing; provided, however, that failure to dispute or revise any adjustment shall not waive or otherwise preclude ___________ from commenting on such subsidiary intends to own and/or operate adjustments in a manner substantially similar to the FacilitiesPost-Closing Settlement Statement. In preparing the Closing Settlement Statement, the Purchaser ___________ and ___________ shall have no obligation to make an accrual for revenues not received as of Closing. Within ninety (90) days after Closing, ___________ shall provide ___________ with a right of first refusal settlement statement covering all adjustments, without duplication, to acquire such New Facility upon be made pursuant to this Agreement, in substantially the terms same form and conditions hereinafter set forthcontent as Exhibit “G” (the “Post-Closing Settlement Statement”). The Purchaser ___________ shall have thirty (30) days after receipt from Magellan of a copy of an executed letter of intent with a seller of any such New Facility to notify Magellan of its election to exercise such right of first refusalreview and provide comments on the Post-Closing Settlement Statement. The Purchaser's failure so Parties shall then agree upon the Post-Closing Settlement Statement within sixty (60) days from receipt by ___________. To the extent that no post-closing adjustment is necessary, ___________ may notify ___________ of such in writing within ninety (90) days after Closing, and ___________ shall have thirty (30) days to notify Magellan shall be deemed to be a waiver of the Purchaser's right to exercise respond with its right of first refusal with respect to the New Facility that was the subject of Magellan's notice; however, the Purchaser's failure so to notify Magellan shall not be deemed to be a waiver of any of the Purchaser's rights or remedies under the noncompetition or other provisions of the Transaction Documents or a waiver of its rights with respect to any future New Facility. If the Purchaser elects not to exercise such right of first refusal, Magellan may close and consummate such transaction on substantially the terms as set forth own Post-Closing Settlement Statement (in the letter of intent, subject to compliance with the applicable provisions of the other Transaction Documentsevent that ___________ does not agree that a Post-Closing Settlement Statement is not necessary). If Magellan acquires any such New Facility, The Parties shall then simultaneously with closing of such acquisition Magellan shall enter into a management agreement with OpCo covering such New Facility, pursuant to which OpCo shall manage and operate such New Facility in exchange for payment by Magellan to OpCo of OpCo's costs plus a fair market value management fee. Magellan shall negotiate such management fee with OpCo in good faith. If Magellan and OpCo are unable faith in an attempt to agree upon a fair market value management fee, then such dispute shall be resolved by appraisal in the manner provided for determining the Fair Market Value of the Franchise mutually acceptable Post-Closing Settlement Statement within sixty (as such terms are defined in the Franchise Agreement), as set forth in Section 4.4 of the Franchise Agreement, except that the term "Qualified Appraiser" used therein, for purposes of determining a fair market value management fee pursuant 60) days from ___________’s notice to this Section 14.2, shall have the meaning given such term in Section 14.1(a) hereof. If the Purchaser exercises its right of first refusal, the Purchaser shall be obligated to acquire the New Facility on the terms set forth in the letter of intent; provided, however, that the Purchaser's exercise of such right shall be conditioned upon (1) the Purchaser's and OpCo's execution at or as of the closing of the acquisition of such New Facility of an amendment to the Master Facilities Lease adding such New Facility to the leased premises thereunder and adjusting the rent payable thereunder appropriately (with the rent payable for such New Facility to be determined on the same basis as the rent payable for the Facilities during the initial Lease Year, as defined in the Facilities Lease, escalating on the same basis as the rent payable for the Facilities), and (2) Magellan's and OpCo's execution at or as of the closing of the acquisition of such New Facility of (A) an amendment to the Master Franchise Agreement adding such New Facility to the facilities covered thereby and adjusting the franchise fee payable thereunder appropriately (with the franchise fee payable for such New Facility to be determined on the same basis as the franchise fee payable for the Facilities during the first and second Contract Years (as defined in the Franchise Agreement), escalating on the same basis as the franchise fee payable for the Facilities), and (B) a Subsidiary Franchise Agreement covering such New Facility, upon substantially the same terms and conditions as the Subsidiary Franchise Agreement covering each of the other Facilities. Notwithstanding anything set forth in this Agreement to the contrary, the provisions of this Section 14.2 shall survive Closing for a period equal to the term of the Facilities Lease, including all extensions and renewals thereof___________.

Post-Closing. In From and after the event MagellanClosing, each Company Securityholder shall not, and shall cause its respective Representative and Affiliates not to, disclose any SubcoProprietary Information to any Person in any manner whatsoever other than (A) to Buyer and its Affiliates, (B) to its Representatives, to the extent (and only to the extent) (x) necessary to permit such Representatives to assist the receiving Party in connection with the transactions contemplated hereby and any matters arising under this Agreement or any other subsidiary Related Agreement (including for purposes of Magellan other than Green Spring at any time complying with Tax reporting obligations of such Company Securityholder under applicable Law in connection with such matters), (y) such Representative has been informed of the confidential nature of the Proprietary Information and (z) such Representative is subject to confidentiality duties or from time to time from and after Closing desires to acquire any New Facilities, which Magellan or such subsidiary intends to own and/or operate in a manner substantially similar obligations to the Facilities, the Purchaser shall have a right of first refusal to acquire such New Facility upon receiving Party no less restrictive than the terms and conditions hereinafter set forth. The Purchaser shall have thirty (30) days after receipt from Magellan of a copy of an executed letter of intent with a seller of any such New Facility to notify Magellan of its election to exercise such right of first refusal. The Purchaser's failure so to notify Magellan shall be deemed to be a waiver of the Purchaser's right to exercise its right of first refusal with respect to the New Facility that was the subject of Magellan's notice; however, the Purchaser's failure so to notify Magellan shall not be deemed to be a waiver of any of the Purchaser's rights or remedies under the noncompetition or other provisions of the Transaction Documents or a waiver of its rights with respect to any future New Facility. If the Purchaser elects not to exercise such right of first refusal, Magellan may close and consummate such transaction on substantially the terms as set forth in the letter of intent, subject to compliance with the applicable provisions of the other Transaction Documents. If Magellan acquires any such New Facility, then simultaneously with closing of such acquisition Magellan shall enter into a management agreement with OpCo covering such New Facility, pursuant to which OpCo shall manage and operate such New Facility in exchange for payment by Magellan to OpCo of OpCo's costs plus a fair market value management fee. Magellan shall negotiate such management fee with OpCo in good faith. If Magellan and OpCo are unable to agree upon a fair market value management fee, then such dispute shall be resolved by appraisal in the manner provided for determining the Fair Market Value of the Franchise (as such terms are defined in the Franchise Agreement), as set forth in Section 4.4 of the Franchise this Agreement, except that the term "Qualified Appraiser" used therein, for purposes of determining a fair market value management fee pursuant to this Section 14.2, shall have the meaning given such term in Section 14.1(aor (C) hereof. If the Purchaser exercises its right of first refusal, the Purchaser shall be obligated to acquire the New Facility on the terms set forth in the letter of intentas required by applicable Law or Order; provided, however, that (in the Purchaser's exercise case of disclosures made pursuant to clause (C)) to the extent commercially reasonably possible and permitted by applicable Law, prior to making such disclosure, such Company Securityholder shall provide Buyer with: (I) prompt written notice of such right requirement so that Buyer may, at its sole cost and expense, seek a protective order or other remedy and (II) reasonable assistance, at Buyer’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitation of disclosure. In the event that after providing such notice and assistance disclosure is still required by applicable Law or Order, the receiving party subject to such Law or Order shall be conditioned upon (1) the Purchaser's and OpCo's execution at or as disclose no more than that portion of the closing of Proprietary Information specifically required and shall use commercially reasonable efforts to obtain assurance from the acquisition of applicable recipient that such New Facility of an amendment to the Master Facilities Lease adding such New Facility to the leased premises thereunder and adjusting the rent payable thereunder appropriately (with the rent payable for such New Facility Proprietary Information be afforded confidential treatment. Each Company Securityholder agrees to be determined on the same basis as the rent payable liable for the Facilities during the initial Lease Year, as defined in the Facilities Lease, escalating on the same basis as the rent payable for the Facilities), any breach of this Section 8.4(a)(i) by such Company Securityholder’s Representative and (2) Magellan's and OpCo's execution at or as of the closing of the acquisition of such New Facility of (A) an amendment to the Master Franchise Agreement adding such New Facility to the facilities covered thereby and adjusting the franchise fee payable thereunder appropriately (with the franchise fee payable for such New Facility to be determined on the same basis as the franchise fee payable for the Facilities during the first and second Contract Years (as defined in the Franchise Agreement), escalating on the same basis as the franchise fee payable for the Facilities), and (B) a Subsidiary Franchise Agreement covering such New Facility, upon substantially the same terms and conditions as the Subsidiary Franchise Agreement covering each of the other FacilitiesAffiliates. Notwithstanding anything set forth in this Agreement contained herein to the contrary, no Institutional Investor shall be required to inform or notify Buyer or a Company Entity or any other Person of any disclosure of Proprietary Information made to or requested by a bank examiner, regulatory examiner or self-regulatory examiner in the provisions course of such examiner’s examination, inspection or audit, and any such disclosure shall not be deemed a breach of this Section 14.2 shall survive Closing for a period equal to the term of the Facilities Lease, including all extensions and renewals thereof8.4(a)(i).

Post-Closing. In After the Closing, Buyer shall make diligent good faith efforts to collect all unpaid Rents for any period prior to the Closing, at no cost or expense to Buyer, provided that Buyer shall have no obligation to institute litigation, terminate any Leases or dispossess any Tenants in connection with any such collections except as otherwise expressly provided in this Agreement. Any Rents due and owing Seller before the Closing Date by Tenants under the Leases that are unpaid at the Closing, are herein called "Delinquent Rents". There shall he no cash credit to Seller at Closing on account of any Delinquent Rents, but, following Closing, rental and other payments received by Buyer or Seller from Tenants, unless otherwise expressly provided in this Agreement, shall be first applied toward the payment of rent and other charges then currently owed to Buyer, and second such Rents shall be applied toward the payment of Delinquent Rents. Seller shall have and reserves the right to pursue any remedy against any Tenant owing Delinquent Rents, provided that Seller shall in no event Magellaninstitute any proceeding for the purpose of evicting or dispossessing a Tenant from the Property or terminating any of the Leases, and Seller shall not commence any Subco, or any other subsidiary of Magellan other than Green Spring at any time or from time to time from and after Closing desires to acquire any New Facilities, which Magellan or such subsidiary intends to own and/or operate action in a manner substantially similar court of law to collect the FacilitiesDelinquent Rents (provided, the Purchaser shall have a right of first refusal to acquire such New Facility upon the terms and conditions hereinafter set forth. The Purchaser shall have thirty (30) days after receipt from Magellan of a copy of an executed letter of intent with a seller of any such New Facility to notify Magellan of its election to exercise such right of first refusal. The Purchaser's failure so to notify Magellan shall be deemed to be a waiver of the Purchaser's right to exercise its right of first refusal with respect to the New Facility that was the subject of Magellan's notice; however, the Purchaser's failure so to notify Magellan foregoing shall not be deemed to limit Seller's right to engage a collection agency otherwise limit the actions of such collection agency beyond the remedy limits set forth above). In connection with the foregoing, Buyer shall, at no cost or expense to Buyer, reasonably cooperate with Seller in any collection efforts hereunder. Buyer may not waive any Delinquent Rents nor modify a Lease so as to reduce or otherwise affect amounts owed thereunder for any period in which Seller is entitled to receive a share of charges or amounts (other than in the ordinary course of business in connection with any reconciliation of operating expenses and/or taxes under the Leases or any audit thereof) without first obtaining Seller's written consent, which consent may be a waiver given or withheld in Seller's sole and absolute discretion. Notwithstanding the foregoing, Buyer may, by written notice to Seller, restrict Seller from collecting such Delinquent Rents, but only if Buyer first pays Seller such Delinquent Rents in exchange for Seller's assignment to Buyer of any all of the PurchaserSeller's rights or remedies under the noncompetition or other provisions and causes of the Transaction Documents or a waiver of its rights action with respect thereto. Except as otherwise set forth herein with respect to Delinquent Rents, after the Closing, Seller shall deliver promptly to Buyer any future New FacilityRents Seller receives from Tenants for any period after the Closing. If the Purchaser elects not to exercise such right of first refusal, Magellan may close and consummate such transaction on substantially the terms as set forth in the letter of intent, subject to compliance with the applicable provisions of the other Transaction Documents. If Magellan acquires any such New Facility, then simultaneously with closing of such acquisition Magellan shall enter into a management agreement with OpCo covering such New Facility, pursuant to which OpCo shall manage and operate such New Facility in exchange for payment by Magellan to OpCo of OpCoBuyer's costs plus a fair market value management fee. Magellan shall negotiate such management fee with OpCo in good faith. If Magellan and OpCo are unable to agree upon a fair market value management fee, then such dispute shall be resolved by appraisal in the manner provided for determining the Fair Market Value of the Franchise (as such terms are defined in the Franchise Agreement), as set forth in Section 4.4 of the Franchise Agreement, except that the term "Qualified Appraiser" used therein, for purposes of determining a fair market value management fee pursuant to this Section 14.2, shall have the meaning given such term in Section 14.1(a) hereof. If the Purchaser exercises its right of first refusal, the Purchaser shall be obligated to acquire the New Facility on the terms set forth in the letter of intent; provided, however, that the Purchaser's exercise of such right shall be conditioned upon (1) the Purchaser's and OpCo's execution at or as of the closing of the acquisition of such New Facility of an amendment to the Master Facilities Lease adding such New Facility to the leased premises thereunder and adjusting the rent payable thereunder appropriately (with the rent payable for such New Facility to be determined on the same basis as the rent payable for the Facilities during the initial Lease Year, as defined in the Facilities Lease, escalating on the same basis as the rent payable for the Facilities), and (2) Magellan's and OpCo's execution at or as of the closing of the acquisition of such New Facility of (A) an amendment to the Master Franchise Agreement adding such New Facility to the facilities covered thereby and adjusting the franchise fee payable thereunder appropriately (with the franchise fee payable for such New Facility to be determined on the same basis as the franchise fee payable for the Facilities during the first and second Contract Years (as defined in the Franchise Agreement), escalating on the same basis as the franchise fee payable for the Facilities), and (B) a Subsidiary Franchise Agreement covering such New Facility, upon substantially the same terms and conditions as the Subsidiary Franchise Agreement covering each of the other Facilities. Notwithstanding anything set forth in this Agreement to the contrary, the provisions of this Section 14.2 obligation hereunder shall survive Closing for a period equal to the term of the Facilities Lease, including all extensions and renewals thereofClosing.

Post-Closing. In The Parties acknowledge that their intent is not to invoice or bill the event Magellanother Party for cash calls or joint interest xxxxxxxx (“JIB(s)”) with respect to any well proposed to be drilled or well then currently conducting drilling and/or completion operations on the Subject Leases. However, if an Assignor is assigning a portion of the Subject Leases to the Assignee for which the Assignor has received revenues and/or made JIB payments and/or payments for drilling, completion or other costs associated with oil and gas operations involving such portion of the Subject Leases, the following shall apply: To the extent previously paid by Assignor, the Assignee, as applicable, shall refund to the Assignor the sum of all prepayments, cash calls and/or JIB(s), as well as other drilling and completion payments (herein “Payments”) made, net of all revenues received, in connection with such portion of the Subject Leases as to periods subsequent to the Effective Date. Notwithstanding the foregoing, the Parties shall not be required to refund any Subcoprepayments, cash calls or other payments (or revenues) with respect to that Party’s interest in and to the Excluded Wellbores or the Excluded Assets; provided, however, for the avoidance of doubt, that income, franchise, and similar Taxes of Assignor shall not be borne by Assignee. The Parties agree that the intent of this procedure (as practically as possible) is to “undo” the direct cash flows for periods subsequent to the Effective Date, which the Assignor incurred as a result of participating as a working interest owner in operations involving the Subject Leases assigned to the Assignee at Closing, unless such direct cash flows are with respect to the relevant Party’s interest in and to the Excluded Wellbores or the Excluded Assets. Any and all payments or refunds due to a Party hereunder shall be paid within one hundred and fifty (150) days of the date of execution and delivery of the Assignments described in Paragraph 3.4 herein by wire transfer of certified funds: Except as otherwise provided in this Agreement, all costs, expenses, disbursements, and obligations attributable to the Subject Leases for periods of time prior to the Effective Date shall be the obligation of the applicable Assignor, and such Assignor shall promptly pay, or any other subsidiary of Magellan other than Green Spring at any time or from time to time if paid by Assignee, promptly reimburse Assignee for and hold Assignee harmless from and after against same under the Closing desires Settlement Statement and Post-Closing Settlement Statement mechanism below. At least five (5) business days prior to acquire any New FacilitiesClosing, ___________ shall provide ___________ with a closing settlement statement covering all adjustments, without duplication, to be made at Closing under this transaction in substantially the same form and content as Exhibit “F” (the “Closing Settlement Statement”). To the extent available, actual numbers shall be used. If not available, ___________ shall use reasonable and good faith estimates of the same, which Magellan estimates shall be adjusted to take into account actual numbers in connection with the Closing Settlement Statement. ___________ may then respond with any comments within two (2) business days prior to Closing; provided, however, that failure to dispute or revise any adjustment shall not waive or otherwise preclude ___________ from commenting on such subsidiary intends to own and/or operate adjustments in a manner substantially similar to the FacilitiesPost-Closing Settlement Statement. In preparing the Closing Settlement Statement, the Purchaser ___________ and ___________ shall have no obligation to make an accrual for revenues not received as of Closing. Within ninety (90) days after Closing, ___________ shall provide ___________ with a right of first refusal settlement statement covering all adjustments, without duplication, to acquire such New Facility upon be made pursuant to this Agreement, in substantially the terms same form and conditions hereinafter set forthcontent as Exhibit “G” (the “Post-Closing Settlement Statement”). The Purchaser ___________ shall have thirty (30) days after receipt from Magellan of a copy of an executed letter of intent with a seller of any such New Facility to notify Magellan of its election to exercise such right of first refusalreview and provide comments on the Post-Closing Settlement Statement. The Purchaser's failure so Parties shall then agree upon the Post-Closing Settlement Statement within sixty (60) days from receipt by ___________. To the extent that no post-closing adjustment is necessary, ___________ may notify ___________ of such in writing within ninety (90) days after Closing, and ___________ shall have thirty (30) days to notify Magellan shall be deemed to be a waiver of the Purchaser's right to exercise respond with its right of first refusal with respect to the New Facility that was the subject of Magellan's notice; however, the Purchaser's failure so to notify Magellan shall not be deemed to be a waiver of any of the Purchaser's rights or remedies under the noncompetition or other provisions of the Transaction Documents or a waiver of its rights with respect to any future New Facility. If the Purchaser elects not to exercise such right of first refusal, Magellan may close and consummate such transaction on substantially the terms as set forth own Post-Closing Settlement Statement (in the letter of intent, subject to compliance with the applicable provisions of the other Transaction Documentsevent that ___________ does not agree that a Post-Closing Settlement Statement is not necessary). If Magellan acquires any such New Facility, The Parties shall then simultaneously with closing of such acquisition Magellan shall enter into a management agreement with OpCo covering such New Facility, pursuant to which OpCo shall manage and operate such New Facility in exchange for payment by Magellan to OpCo of OpCo's costs plus a fair market value management fee. Magellan shall negotiate such management fee with OpCo in good faith. If Magellan and OpCo are unable faith in an attempt to agree upon a fair market value management fee, then such dispute shall be resolved by appraisal in the manner provided for determining the Fair Market Value of the Franchise mutually acceptable Post-Closing Settlement Statement within sixty (as such terms are defined in the Franchise Agreement), as set forth in Section 4.4 of the Franchise Agreement, except that the term "Qualified Appraiser" used therein, for purposes of determining a fair market value management fee pursuant 60) days from ___________’s notice to this Section 14.2, shall have the meaning given such term in Section 14.1(a) hereof. If the Purchaser exercises its right of first refusal, the Purchaser shall be obligated to acquire the New Facility on the terms set forth in the letter of intent; provided, however, that the Purchaser's exercise of such right shall be conditioned upon (1) the Purchaser's and OpCo's execution at or as of the closing of the acquisition of such New Facility of an amendment to the Master Facilities Lease adding such New Facility to the leased premises thereunder and adjusting the rent payable thereunder appropriately (with the rent payable for such New Facility to be determined on the same basis as the rent payable for the Facilities during the initial Lease Year, as defined in the Facilities Lease, escalating on the same basis as the rent payable for the Facilities), and (2) Magellan's and OpCo's execution at or as of the closing of the acquisition of such New Facility of (A) an amendment to the Master Franchise Agreement adding such New Facility to the facilities covered thereby and adjusting the franchise fee payable thereunder appropriately (with the franchise fee payable for such New Facility to be determined on the same basis as the franchise fee payable for the Facilities during the first and second Contract Years (as defined in the Franchise Agreement), escalating on the same basis as the franchise fee payable for the Facilities), and (B) a Subsidiary Franchise Agreement covering such New Facility, upon substantially the same terms and conditions as the Subsidiary Franchise Agreement covering each of the other Facilities. Notwithstanding anything set forth in this Agreement to the contrary, the provisions of this Section 14.2 shall survive Closing for a period equal to the term of the Facilities Lease, including all extensions and renewals thereof___________.

Post-Closing. In After the event MagellanClosing, Purchaser shall make good faith efforts to collect all unpaid Rents for any Subco, or any other subsidiary of Magellan other than Green Spring at any time or from time to time from and after Closing desires to acquire any New Facilities, which Magellan or such subsidiary intends to own and/or operate in a manner substantially similar period prior to the FacilitiesClosing Date, the provided that Purchaser shall have a right of first refusal no obligation to acquire such New Facility upon the terms and conditions hereinafter set forth. The Purchaser shall have thirty (30) days after receipt from Magellan of a copy of an executed letter of intent institute litigation or terminate any Leases in connection with a seller of any such New Facility to notify Magellan of its election to exercise such right of first refusalcollections. The Purchaser's failure so to notify Magellan shall be deemed to be a waiver Without limitation of the Purchaser's foregoing, Seller hereby reserve the right to exercise its collect Delinquent Rents (defined below) after the Closing, but shall not have the right of first refusal to file an action for collection against the Tenant. If with respect to the New Facility that was the subject of Magellan's notice; howevera particular Lease there are, the Purchaser's failure so to notify Magellan shall not be deemed to be a waiver of any as of the Purchaser's rights Closing, unpaid Rents for the Closing Month or remedies under any period prior to the noncompetition or other provisions of the Transaction Documents or a waiver of its rights Closing Month (collectively with respect to any future New Facility. If the Purchaser elects not to exercise such right of first refusalLease, Magellan may close and consummate such transaction on substantially the terms as set forth in the letter of intent, subject to compliance with the applicable provisions of the other Transaction Documents. If Magellan acquires any such New Facility“Delinquent Rents”), then simultaneously with closing until all of such acquisition Magellan Delinquent Rents are paid in full, each payment of Rents received by Seller or Purchaser with respect to such Lease shall enter into a management agreement be applied (A) first, to Delinquent Rents payable for the Closing Month, if any, (B) second, to Rents payable for any period prior to the Closing Month, and (C) third, the Delinquent Rents payable after the Closing Month. With respect to each particular Lease, as long as there are Delinquent Rents with OpCo covering respect to such New FacilityLease, pursuant if Seller or Purchaser receives any payment of Rents with respect to which OpCo shall manage and operate such New Facility in exchange for payment by Magellan to OpCo of OpCo's costs plus a fair market value management fee. Magellan shall negotiate such management fee with OpCo in good faith. If Magellan and OpCo are unable to agree upon a fair market value management feeLease after the Closing, then each shall retain or pay such dispute shall be resolved by appraisal amounts (or portions thereof) in order that such payments are applied in the manner provided for determining the Fair Market Value of the Franchise (as such terms are defined in the Franchise Agreement), as set forth in Section 4.4 of the Franchise Agreement, except that the term "Qualified Appraiser" used therein, for purposes of determining a fair market value management fee pursuant to this Section 14.2, shall have the meaning given such term in Section 14.1(a) hereof. If the Purchaser exercises its right of first refusal, the Purchaser shall be obligated to acquire the New Facility on the terms set forth in the letter of intent; provided, however, that the Purchaser's exercise of such right shall be conditioned upon (1) the Purchaser's and OpCo's execution at or as of the closing of the acquisition of such New Facility of an amendment to the Master Facilities Lease adding such New Facility to the leased premises thereunder and adjusting the rent payable thereunder appropriately (with the rent payable for such New Facility to be determined on the same basis as the rent payable for the Facilities during the initial Lease Year, as defined in the Facilities Lease, escalating on the same basis as the rent payable for the Facilities), and (2) Magellan's and OpCo's execution at or as of the closing of the acquisition of such New Facility of (A) an amendment to the Master Franchise Agreement adding such New Facility to the facilities covered thereby and adjusting the franchise fee payable thereunder appropriately (with the franchise fee payable for such New Facility to be determined on the same basis as the franchise fee payable for the Facilities during the first and second Contract Years (as defined in the Franchise Agreement), escalating on the same basis as the franchise fee payable for the Facilities), and (B) a Subsidiary Franchise Agreement covering such New Facility, upon substantially the same terms and conditions as the Subsidiary Franchise Agreement covering each of the other Facilities. Notwithstanding anything set forth in this Agreement subsection (ii), provided that any amounts applied under subsection (A) shall be prorated with respect to Purchaser for the contrary, number of days during the provisions of this Section 14.2 shall survive Closing for a period equal to the term of the Facilities LeaseMonth from, including all extensions and renewals thereofafter the Closing Date, and with respect to Seller for the number of days during the Closing Month before the Closing Date.