Common use of Post-Closing Clause in Contracts

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

Post-Closing. Borrower shall deliver to Agent the following, not later than the dates set forth below: (a) No Not later than thirty (30) days after following the Closing Date (or such longer period of time as such time period may be extended agreed to by the Administrative Agent in writing in its sole discretion), each of the Borrower and each Subsidiary Guarantor shall grant a security interest in the Equity Interests of each direct Subsidiary of such Person by (x) delivering to the Collateral Agent a duly executed supplement to the Security Agreement landlord consents for its (i) chief executive office 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 its principal place of business and (zii) delivering such other documents as the Collateral Agent offices or any Lender may reasonably requestbusiness locations, all including warehouses, containing in form, content and scope reasonably satisfactory to the Administrative Agentexcess of Five Hundred Thousand Dollars ($500,000) of Borrower’s assets or property. (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 Not later than ten (10) Business Days following the Closing Date (oror such longer period of time as agreed to by Agent in writing in its sole discretion), in the case of Certificated Securities delivered pursuant to clause a duly executed Account Control Agreement regarding each Deposit Account or securities account (a) of this Section 5.15, on or prior to the date that is not an Excluded Account) maintained by any Borrower that is not already subject to an Account Control Agreement, provided that (i) no proceeds of any Advance shall be transferred to any Deposit Account that is not subject to an Account Control Agreement and (ii) notwithstanding the foregoing, the deadline for the account ending [***] listed on Exhibit D shall be sixty (60) days. (c) Not later than 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 (or such longer period of time as such time period may be extended agreed to by the Administrative Agent in writing 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 , all insurance endorsements and copies of each insurance policy required by Section 6.2 hereunder. (60d) Not later than thirty (30) days following the Closing Date (or such longer period of time as may 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 extendedcertificated and the original certificate and power (undated and executed in blank) after using commercially reasonable effortsto 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), Borrower shall deliver to Agent the Credit Parties shall not be original certificate and power (undated and executed in breach blank) representing 65% of this Section 5.15 so long the shares of Disc Medicine Pty Ltd. (f) Not later than two (2) Business Days following the Closing Date (or such longer period of time as the Credit Parties deliver a certificate agreed to the Administrative Agentby Agent in writing in its sole discretion), which shall certify that such Certificated Securities or intercompany notes are not held by any third party and continue to use commercially reasonable efforts to deliver such Certificated Securities or intercompany notesall certificates of insurance required hereunder.

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

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

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

Post-Closing. Each Credit Party executing this Agreement agrees that it shall and shall cause each other Credit Party to: (ai) No deliver to the Agent no later than thirty 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; (30ii) deliver to the Agent no later than 60 days after the Closing Date (as such which time period may be extended by in the Administrative Agent in its sole Agent’s discretion), each of the Borrower (1) a landlord estoppel agreement, in form and each Subsidiary Guarantor shall grant a security interest in the Equity Interests of each direct Subsidiary of such Person by (x) delivering substance satisfactory to the Collateral Agent a duly executed supplement to the Security Agreement or such other document as the Collateral Agent and the Lenders shall deem appropriate for such purposeAgent, (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 the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas and (z2) delivering such other documents as the Collateral Agent or any Lender may reasonably requesta leasehold mortgage, all in form, content form and scope reasonably substance satisfactory to the Administrative Agent., with respect to the leased location at the Mockingbird Station Shopping Center, Dallas County, Texas; (biii) To the extent certificates in respect of the Certificated Securities or any intercompany notes, if any, pledged pursuant to the Security Agreement and required to be delivered to the Collateral Agent are not delivered to the Collateral Agent or its designee on or prior to the Closing Date (or, in the case of Certificated Securities delivered pursuant to clause (a) of this Section 5.15, on or prior to the date that is thirty (30) days after the Closing Date), accompanied by signed and undated stock powers or other appropriate instruments of transfer, after using commercially reasonable efforts, the Credit Parties shall deliver the same to the Collateral Agent as soon as practical thereafter but in any event no later than sixty (60) days following the Closing Date (as such time period may be extended by the Administrative Agent in its sole discretion); provided further that if such Certificated Securities or intercompany notes have not been delivered on or prior to the date that is sixty (60) days following the Closing Date (as may be extended) after using commercially reasonable efforts, the Credit Parties shall not be in breach of this Section 5.15 so long as the Credit Parties deliver a certificate to the Administrative Agent, which shall certify that such Certificated Securities or intercompany notes are not held by any third party and continue to use commercially reasonable efforts to deliver such Certificated Securities 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 intercompany notes(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. (a) No later than thirty (30) Each Credit Party shall deliver to the US Administrative Agent each of the items set forth on Schedule 5.6 attached hereto with respect to each of STS Holdings Inc., a Nevada corporation, NCS 107 International LLC, a Texas limited liability company, NCS International 2, LLC, a Texas limited liability company within 30 days after the Closing Amendment No. 1 Effective Date (as or such later date acceptable to the US Administrative Agent in its sole discretion) instead of within the time period may be extended by requirements set forth in Schedule 5.6. (b) Within 10 Business Days after the Amendment No. 1 Effective Date (or such later date acceptable to the US Administrative Agent in its sole discretion), each the Credit Parties shall deliver, or cause to be delivered, to the US Administrative Agent the original stock certificates evidencing all of the Borrower and each Subsidiary Guarantor shall grant a security interest in the Equity Interests of each direct Subsidiary STS Holdings Inc. in the name of the holder of such Person by Equity Interests together with stock powers executed in blank (x) delivering in form previously delivered to the Collateral US Administrative Agent a duly executed supplement to for the Security Agreement or such other document as stock certificates held in the Collateral Agent and name of the Lenders shall deem appropriate for such purpose, (y) delivering supplements to Schedule 3.14 as are necessary to cause such annexes to be complete and accurate with respect predecessor-in-interest to such additional Equity Interests and (z) delivering such other documents as the Collateral Agent or any Lender may reasonably request, all in form, content and scope reasonably satisfactory to the Administrative Agentholder. (bc) To the extent certificates in respect of the Certificated Securities or any intercompany notes, if any, pledged pursuant to the Security Agreement and required to be delivered to the Collateral Agent are not delivered to the Collateral Agent or its designee on or prior to the Closing Date (or, in the case of Certificated Securities delivered pursuant to clause (a) of this Section 5.15, on or prior to the date that is thirty (30) Within 45 days after the Closing Date), accompanied by signed and undated stock powers Amendment No. 1 Effective Date (or other appropriate instruments of transfer, after using commercially reasonable efforts, the Credit Parties shall deliver the same such later date acceptable to the Collateral Agent as soon as practical thereafter but in any event no later than sixty (60) days following the Closing Date (as such time period may be extended by the US Administrative Agent in its sole discretion); provided further that if such Certificated Securities or intercompany notes have not been delivered on or prior to the date that is sixty (60) days following the Closing Date (as may be extended) after using commercially reasonable efforts, the Credit Parties shall not be in breach of this Section 5.15 so long as the Credit Parties deliver a certificate to the Administrative Agent, which shall certify that such Certificated Securities or intercompany notes are not held by any third party and continue to use have used commercially reasonable efforts to seek and deliver a lien waiver or subordination agreement in form and substance reasonably satisfactory to the US Administrative Agent for each leased premises on which any equipment or Inventory of any Credit Party is located (other such Certificated Securities premises covered under Section 6.14(a)(iv) or intercompany notes(vi)). (d) Within 5 Business Days after the Amendment No. 1 Effective Date (or such later date acceptable to the US Administrative Agent in its sole discretion), the Credit Parties shall deliver, or cause to be delivered, to the US Administrative Agent the original promissory note dated as of December 16, 2019 made by Aero Lift Machine LLC, a Texas limited liability company in favor of one or more of the Credit Parties together with an allonge or other endorsement (in form and substance reasonably satisfactory to the US Administrative Agent) for such promissory note executed by the holder(s) of such promissory note in favor of the US Administrative Agent.

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

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

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