Common use of Collateral Requirements Clause in Contracts

Collateral Requirements. (i) The Collateral and Guarantee Requirement shall have been satisfied. (ii) The Collateral Agent shall have received: (A) with respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (B) with respect to each Mortgage Amendment, (i) a copy of the existing mortgage title insurance policy and an endorsement with respect thereto relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 of the Original Credit Agreement, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and (ii) evidence acceptable to Administrative Agent of payment by Borrower of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the recording of the Mortgage Amendments and issuance of the endorsements to the title insurance policies; and (C) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to each Agent, each of the Lenders and each Issuing Bank and be dated the Amendment Effective Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed by a Responsible Officer of Holdings, the Borrower and each Domestic Subsidiary Loan Party, together with all attachments contemplated thereby and the following: (A) the results of a search of the UCC (or equivalent) filings made with respect to the Loan Parties in the jurisdictions specified in the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or discharged pursuant to documentation reasonably satisfactory to the Administrative Agent; and (B) any necessary termination statements (or similar documents), including UCC termination statements, in form and substance reasonably satisfactory to the Administrative Agent and duly executed or authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective financing statements (or equivalent filings), including UCC financing statements, disclosed in such search (other than any such financing statements in respect of Permitted Encumbrances and Liens permitted by Section 6.02). (iv) The Collateral Agent shall have received an amendment to each Intercompany Lease Agreement duly executed by the applicable Loan Parties, in form and substance reasonably acceptable to the Administrative Agent.

Collateral Requirements. (i) The Collateral In order to create in favor of the Agent, for the benefit of the Lenders holding Loans, a valid perfected first-priority security interest in the Collateral, subject to Liens expressly permitted by Section 6.2 and Guarantee Requirement shall have been satisfied. (ii) The Collateral acceptable to the Agent, the Agent shall have received: (Ai) evidence satisfactory to the Agent and the Lenders of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and/or deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) with respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (B) with respect to each Mortgage Amendment, (i) a copy of the existing mortgage title insurance policy fully executed and an endorsement with respect thereto relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the notarized first priority Mortgage, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent Agent, for the benefit of the Secured Parties free and clear of Lenders, in proper form for recording in all defects and encumbrances and liens except as expressly appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, subject to the Liens permitted by Section 6.02 6.2(k), (ii)(x) American Land Title Association extended coverage lenders’ policies of title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exception) insuring the Lien of each Mortgage as a valid first priority Lien on the Mortgaged Property (other than with respect to the Northern Pipeline and the Southern Pipeline) described therein, free of any other Liens other than as permitted by Section 6.2, issued by the Title Company with respect to each Mortgaged Property (each, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount of the Original Credit AgreementLoan Commitments or (B) 100% of the fair market value of each Mortgaged Property, together with such customary endorsements (other than any endorsements that require a survey) as the Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, and (y) evidence satisfactory to the Agent and the Lenders that such Mortgage Policy Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records, (iii) customary legal opinions relating to Borrowers and the Loan Documents, which opinions shall otherwise be in form form, scope and substance substance, and from counsel, reasonably satisfactory to the Collateral Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and (ii) evidence acceptable to Administrative Agent of payment by Borrower of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the recording of the Mortgage Amendments and issuance of the endorsements to the title insurance policies; and (C) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to each Agent, each of the Lenders and each Issuing Bank and be dated the Amendment Effective Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent.request; (iii) The Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed by a Responsible Officer of Holdings, the Borrower and each Domestic Subsidiary Loan Party, together with all attachments contemplated thereby and the following: (A) the results of a search of the UCC Uniform Commercial Code (or equivalent) filings ), tax and judgment made with respect to the Loan Parties in the jurisdictions specified in the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted by under Section 6.02 6.2 or have been been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or discharged pursuant to documentation arrangements reasonably satisfactory to the Administrative Agent; Agent and the Lenders for such release shall have been made); (Biv) any necessary termination statements (or similar documents)evidence of the insurance required by the terms of Section 5.5, including UCC termination statementscertificates and endorsements with respect thereto, in each case, in form and substance reasonably satisfactory to the Administrative Agent and duly the Lenders; and (v) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or authorized by all applicable Persons for caused to be executed and delivered any other agreement, document and instrument (including without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made or caused to be made any other filing in all applicable jurisdictions as may be necessary to terminate any effective financing statements (or equivalent filings), including UCC financing statements, disclosed in such search and recording (other than any such financing statements in respect of Permitted Encumbrances and Liens permitted by Section 6.02). (ivas set forth herein) The Collateral Agent shall have received an amendment to each Intercompany Lease Agreement duly executed reasonably required by the applicable Loan Parties, in form Agent and substance reasonably acceptable to the Administrative AgentLenders.

Collateral Requirements. Delivery to Lender of evidence reasonably satisfactory to Lender that each Loan Party has taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments, and made or caused to be made all such filings and recordings that may be necessary or, in the opinion of Lender, desirable in order to create in favor of Lender a valid and (upon such filing and recording) perfected first priority Lien in such Person’s rights, title and interest in and to the Collateral. Such actions shall include delivery to Lender of: (a) all pledged securities, including all certificates, agreements or instruments representing or evidencing such pledged securities, accompanied by instruments of transfer and membership interest powers undated and endorsed in blank to the extent such pledged interests are certificated; (b) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Legal Judgments in each jurisdiction as may be necessary or appropriate or, in the opinion of Lender, desirable to perfect the first priority Liens created, or purported to be created, by the Security Documents; (i) The certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a date no less recent than ten Business Days before the Amendment and Restatement Date or as otherwise acceptable to Lender listing all effective financing statements, lien notices or comparable documents that name the Pledgor, Borrower or any Portfolio Entity as debtor and that are filed in state and county jurisdictions in which any such Person is organized or maintains its principal place of business and such other searches that Lender deems necessary or appropriate, none of which encumber the Collateral and Guarantee Requirement shall have been satisfied. covered or intended to be covered by the Security Documents or the assets of the Portfolio Entities (iiother than Permitted Liens) The Collateral Agent shall have received: showing that upon due filing or recordation (A) assuming such filing or recordation occurred on the date of such respective reports), as the case may be, the security interests created under the Security Documents, with respect to each Mortgage encumbering Mortgaged Propertythe Collateral, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged will be prior to all other financing statements or other security documents wherein the security interest is perfected by the applicable Loan Party, and in form for filing or recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (B) with respect to each Mortgage Amendment, (i) a copy of the existing mortgage title insurance policy and an endorsement with respect thereto relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the MortgageCollateral, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 of the Original Credit Agreement, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and (ii) evidence acceptable to Administrative Agent of payment by Borrower of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the recording of the Mortgage Amendments and issuance of the endorsements to the title insurance policies; and (C) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to each Agent, each of the Lenders and each Issuing Bank and be dated the Amendment Effective Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed by a Responsible Officer of Holdings, the Borrower and each Domestic Subsidiary Loan Party, together with all attachments contemplated thereby and the following: (A) the results of a search of the UCC (or equivalent) filings made with respect to the Loan Parties in the jurisdictions specified in the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or discharged pursuant to documentation reasonably satisfactory to the Administrative Agent; and (B) any necessary termination statements (or similar documents), including UCC termination statements, in form and substance reasonably satisfactory to the Administrative Agent and duly executed or authorized (if required) by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings), including UCC financing statements, other security documents disclosed in such search (other than any such financing statements statements, fixture filings or other security documents in respect of Permitted Encumbrances and Liens permitted by Section 6.02to remain outstanding pursuant to the terms of this Agreement).; and (ivc) The Collateral Agent shall have received an amendment evidence reasonably satisfactory to each Intercompany Lease Agreement duly executed Lender of payment or arrangements for payment by Borrower of all applicable recording taxes, stamp duties, registration fees or charges, filing costs and other similar expenses, if any, required to be paid in connection with the applicable execution, delivery or filing of, or the perfection of any Loan Parties, Document or otherwise in form and substance reasonably acceptable to connection with the Administrative AgentCollateral.

Collateral Requirements. (i) The Collateral and Guarantee Requirement shall have been satisfied. (ii) The Collateral Subject to Section 6.22, the Administrative Agent shall have received: received on the Effective Date (A) with respect an executed counterpart to the Equity Pledge Agreement executed by each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in (B) original stock or equivalent ownership certificates evidencing the recording office where each equity interests pledged pursuant to the Equity Pledge Agreement (to the extent such Mortgage was recordedequity interests are certificated), together with stock (or equivalent) powers undated and executed in blank by a Responsible Officer of such certificatesLoan Party, affidavits(C) UCC financing statements in appropriate form for filing under the UCC, questionnaires or returns as shall be required in connection filings with the recording or filing thereof United States Patent and Trademark Office and United States Copyright Office and such other agreements and documents, including Deposit Account Control Agreements, under applicable lawRequirements of Law in each jurisdiction as may be necessary or appropriate or, in the reasonable opinion of the Administrative Agent, necessary to perfect the Liens created, or purported to be created, by the Collateral Documents and (D) all intercompany notes valued in excess of $1,000,000 owing from the Administrative Borrower or any of its Subsidiaries to any other Loan Party and notes valued in excess of $500,000 owing from any other Person to any Loan Party, in each case case, together with instruments of transfer executed and delivered in form and substance reasonably satisfactory to the Collateral Agent; (B) with respect to each Mortgage Amendment, (i) blank by a copy duly authorized officer of the existing mortgage title insurance policy and an endorsement with respect thereto relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 of the Original Credit Agreement, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and (ii) evidence acceptable to Administrative Agent of payment by Borrower of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the recording of the Mortgage Amendments and issuance of the endorsements to the title insurance policiesLoan Party; and (C) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to each Agent, each of the Lenders and each Issuing Bank and be dated the Amendment Effective Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent. (iiiii) The Administrative Agent shall have received a completed Perfection Certificate dated on the Amendment Effective Date and signed by a Responsible Officer Mortgages on all Real Property of Holdings, the Borrower and each Domestic Subsidiary Loan Party, together with all attachments contemplated thereby Parties and the following: Mortgage Requirements set forth in clauses (Aiii) the results of a search and (iv) of the UCC (or equivalent) filings made definition of “Mortgage Requirements”, shall have been satisfied with respect to each Mortgage at the expense of the Loan Parties in Parties; (provided that there shall be excluded from this clause (ii)(A) Excluded Real Property, (B) any Borrowing Base Assets acquired by a Loan Party less than 90 days prior to the jurisdictions specified in the Perfection Certificates and copies Effective Date (other than as successor by merger, directly or indirectly, to any of the financing statements Transeastern JV Entities)) and (or similar documentsC) disclosed any Real Property acquired by such search and evidence reasonably satisfactory the Transeastern JV Entities less than 90 days prior to the Effective Date, but including the Real Property previously identified to the Administrative Agent that as “Independence” and “Live Oak”, which are being acquired by the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or discharged pursuant to documentation reasonably satisfactory to EH/Transeastern, LLC on the Administrative Agent; and (B) any necessary termination statements (or similar documents), including UCC termination statements, in form and substance reasonably satisfactory to the Administrative Agent and duly executed or authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective financing statements (or equivalent filings), including UCC financing statements, disclosed in such search (other than any such financing statements in respect of Permitted Encumbrances and Liens permitted by Section 6.02Effective Date). (iv) The Collateral Agent shall have received an amendment to each Intercompany Lease Agreement duly executed by the applicable Loan Parties, in form and substance reasonably acceptable to the Administrative Agent.

Collateral Requirements. Within ninety (i90) The days after the occurrence of Collateral and Guarantee Requirement shall have been satisfied. (ii) The Collateral Agent shall have received: (A) with respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (B) with respect to each Mortgage Amendment, (i) a copy of the existing mortgage title insurance policy and an endorsement with respect thereto relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 of the Original Credit Agreement, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and (ii) evidence acceptable to Administrative Agent of payment by Borrower of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the recording of the Mortgage Amendments and issuance of the endorsements to the title insurance policies; and (C) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to each Agent, each of the Lenders and each Issuing Bank and be dated the Amendment Effective Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed by a Responsible Officer of HoldingsTrigger Event, the Borrower and each Domestic Subsidiary Loan PartyMaterial Subsidiary, together with all attachments contemplated thereby and the following: (A) the results of a search of the UCC (as applicable, shall deliver, or equivalent) filings made with respect cause to the Loan Parties in the jurisdictions specified in the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or discharged pursuant to documentation reasonably satisfactory be delivered, to the Administrative Agent; and : (Bi) any necessary termination statements (Mortgages duly executed by Borrower or similar documents), including UCC termination statementsthe relevant Material Subsidiaries for each Eligible Property, in form and substance reasonably satisfactory acceptable to Borrower, each applicable Material Subsidiary, and Administrative Agent; (ii) evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss payee and duly executed or authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary an additional insured, as applicable; (iii) mortgagee’s title insurance policies with respect to terminate any effective financing statements each Eligible Property (or equivalent filings), including UCC financing statements, disclosed in such search (other than any such financing statements in respect of Permitted Encumbrances and Liens permitted by Section 6.02). (iva prepaid binding commitment therefor) The Collateral Agent shall have received an amendment to each Intercompany Lease Agreement duly executed by the applicable Loan Parties, in form and substance reasonably acceptable to the Administrative Agent from a title insurance company acceptable to the Administrative Agent in the aggregate amount of the Revolving Credit Commitment (subject to the underwriting requirements of the applicable title insurance company) insuring the Lien of the Mortgages to be valid first priority Liens subject only to Permitted Liens, together with such endorsements as the Administrative Agent may reasonably require; (iv) a survey in form acceptable to the Administrative Agent and disclosing no Liens other than Permitted Liens prepared by a licensed surveyor for each parcel of Eligible Property, which surveys shall also state whether or not any portion of any Eligible Property is in a federally designated flood hazard area; (v) a report as to whether or not any portion of each Eligible Property is in a federally designated flood hazard area and, if any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance as may be required by applicable law; (vi) a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental conditions of each parcel of Eligible Property subject to the Lien of the Mortgages, together with a reliance letter thereon acceptable to the Administrative Agent; (vii) an appraisal report prepared for the Administrative Agent by a state certified appraiser selected and retained by the Administrative Agent, which appraisal report describes the fair market value of each Eligible Property and otherwise meets the requirements of applicable law for appraisals prepared for federally insured depository institutions; (viii) the favorable written opinion of local counsel to each Material Subsidiary covering due authorization, execution and delivery and enforceability of the Mortgages, together with customary real estate opinions as to sufficiency of the Mortgages for recordation and perfection of the liens provided therein and otherwise in form and substance satisfactory to the Administrative Agent; (ix) a property condition report satisfactory to Administrative Agent with respect to each Eligible Property; and (x) to the extent necessary for the Administrative Agent or any Lender to comply with its internal policies generally applicable to loans of this nature or with applicable Legal Requirements, any other agreement, instrument, document, certificate or opinion requested by the Administrative Agent.

Collateral Requirements. Within ninety (i90) The days after the occurrence of Collateral and Guarantee Requirement shall have been satisfied. (ii) The Collateral Agent shall have received: (A) with respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (B) with respect to each Mortgage Amendment, (i) a copy of the existing mortgage title insurance policy and an endorsement with respect thereto relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 of the Original Credit Agreement, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and (ii) evidence acceptable to Administrative Agent of payment by Borrower of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the recording of the Mortgage Amendments and issuance of the endorsements to the title insurance policies; and (C) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to each Agent, each of the Lenders and each Issuing Bank and be dated the Amendment Effective Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed by a Responsible Officer of HoldingsTrigger Event, the Borrower and each Domestic Subsidiary Loan PartyMaterial Subsidiary, together with all attachments contemplated thereby and the following: (A) the results of a search of the UCC (as applicable, shall deliver, or equivalent) filings made with respect cause to the Loan Parties in the jurisdictions specified in the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or discharged pursuant to documentation reasonably satisfactory be delivered, to the Administrative Agent; and : (Bi) any necessary termination statements (Mortgages duly executed by Borrower or similar documents), including UCC termination statementsthe relevant Material Subsidiaries for each Eligible Property, in form and substance reasonably satisfactory acceptable to Borrower, each applicable Material Subsidiary, and Administrative Agent; (ii) evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss payee and duly executed or authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary an additional insured, as applicable; (iii) mortgagee’s title insurance policies with respect to terminate any effective financing statements each Eligible Property (or equivalent filings), including UCC financing statements, disclosed in such search (other than any such financing statements in respect of Permitted Encumbrances and Liens permitted by Section 6.02). (iva prepaid binding commitment therefor) The Collateral Agent shall have received an amendment to each Intercompany Lease Agreement duly executed by the applicable Loan Parties, in form and substance reasonably acceptable to the Administrative Agent from a title insurance company acceptable to the Administrative Agent in the aggregate principal amount of the outstanding Term Loans and Incremental Term Loans (if any), plus then aggregate Revolving Credit Commitments (subject to the underwriting requirements of the applicable title insurance company) insuring the Lien of the Mortgages to be valid first priority Liens subject only to Permitted Liens, together with such endorsements as the Administrative Agent may reasonably require; (iv) a survey in form acceptable to the Administrative Agent and disclosing no Liens other than Permitted Liens prepared by a licensed surveyor for each parcel of Eligible Property, which surveys shall also state whether or not any portion of any Eligible Property is in a federally designated flood hazard area; (v) a report as to whether or not any portion of each Eligible Property is in a federally designated flood hazard area and, if any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance (including on the improvements, personal property, structures and contents, as applicable), as may be required by applicable law; (vi) a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental conditions of each parcel of Eligible Property subject to the Lien of the Mortgages, together with a reliance letter thereon acceptable to the Administrative Agent; (vii) an appraisal report prepared for the Administrative Agent by a state certified appraiser selected and retained by the Administrative Agent, which appraisal report describes the fair market value of each Eligible Property and otherwise meets the requirements of applicable law for appraisals prepared for federally insured depository institutions; (viii) the favorable written opinion of local counsel to each Material Subsidiary covering due authorization, execution and delivery and enforceability of the Mortgages, together with customary real estate opinions as to sufficiency of the Mortgages for recordation and perfection of the liens provided therein and otherwise in form and substance satisfactory to the Administrative Agent; (ix) a property condition report satisfactory to Administrative Agent with respect to each Eligible Property; and (x) to the extent necessary for the Administrative Agent or any Lender to comply with its internal policies generally applicable to loans of this nature or with applicable Legal Requirements, any other agreement, instrument, document, certificate or opinion requested by the Administrative Agent.

Collateral Requirements. Within ninety (i90) The days after the occurrence of Collateral and Guarantee Requirement shall have been satisfied. (ii) The Collateral Agent shall have received: (A) with respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (B) with respect to each Mortgage Amendment, (i) a copy of the existing mortgage title insurance policy and an endorsement with respect thereto relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 of the Original Credit Agreement, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and (ii) evidence acceptable to Administrative Agent of payment by Borrower of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the recording of the Mortgage Amendments and issuance of the endorsements to the title insurance policies; and (C) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to each Agent, each of the Lenders and each Issuing Bank and be dated the Amendment Effective Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed by a Responsible Officer of HoldingsTrigger Event, the Borrower and each Domestic Subsidiary Loan PartyMaterial Subsidiary, together with all attachments contemplated thereby and the following: (A) the results of a search of the UCC (as applicable, shall deliver, or equivalent) filings made with respect cause to the Loan Parties in the jurisdictions specified in the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or discharged pursuant to documentation reasonably satisfactory be delivered, to the Administrative Agent; and : (Bi) any necessary termination statements (or similar documents), including UCC termination statementsMortgages duly executed by the relevant Material Subsidiaries for each Eligible Property, in form and substance reasonably satisfactory acceptable to Borrower, each applicable Material Subsidiary, and Administrative Agent; (ii) evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss payee and duly executed or authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary an additional insured, as applicable; (iii) mortgagee’s title insurance policies with respect to terminate any effective financing statements each Eligible Property (or equivalent filings), including UCC financing statements, disclosed in such search (other than any such financing statements in respect of Permitted Encumbrances and Liens permitted by Section 6.02). (iva prepaid binding commitment therefor) The Collateral Agent shall have received an amendment to each Intercompany Lease Agreement duly executed by the applicable Loan Parties, in form and substance reasonably acceptable to the Administrative Agent from a title insurance company acceptable to the Administrative Agent in the aggregate amount of the Revolving Credit Commitment (subject to the underwriting requirements of the applicable title insurance company) insuring the Lien of the Mortgages to be valid first priority Liens subject only to Permitted Liens, together with such endorsements as the Administrative Agent may reasonably require; (iv) a survey in form acceptable to the Administrative Agent and disclosing no Liens other than Permitted Liens prepared by a licensed surveyor for each parcel of Eligible Property, which surveys shall also state whether or not any portion of any Eligible Property is in a federally designated flood hazard area; (v) a report as to whether or not any portion of each Eligible Property is in a federally designated flood hazard area and, if any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance as may be required by applicable law; (vi) a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental conditions of each parcel of Eligible Property subject to the Lien of the Mortgages, together with a reliance letter thereon acceptable to the Administrative Agent; (vii) an appraisal report prepared for the Administrative Agent by a state certified appraiser selected and retained by the Administrative Agent, which appraisal report describes the fair market value of each Eligible Property and otherwise meets the requirements of applicable law for appraisals prepared for federally insured depository institutions; (viii) the favorable written opinion of local counsel to each Material Subsidiary covering due authorization, execution and delivery and enforceability of the Mortgages, together with customary real estate opinions as to sufficiency of the Mortgages for recordation and perfection of the liens provided therein and otherwise in form and substance satisfactory to the Administrative Agent; (ix) a property condition report satisfactory to Administrative Agent with respect to each Eligible Property; and (x) to the extent necessary for the Administrative Agent or any Lender to comply with its internal policies generally applicable to loans of this nature or with applicable Legal Requirements, any other agreement, instrument, document, certificate or opinion requested by the Administrative Agent.

Collateral Requirements. (i) The Collateral and Guarantee Requirement shall have been satisfied. (ii) The Collateral Agent shall have received: (A) with respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged Financing statements or other documents required by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires Collateral Documents or returns as shall be required in connection with the recording or filing thereof under applicable lawlaw to be filed, registered or recorded in each case in form and substance reasonably satisfactory order to the Collateral Agent; (B) with respect to each Mortgage Amendment, (i) a copy of the existing mortgage title insurance policy and an endorsement with respect thereto relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property create in favor of the Collateral Agent Agent, for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 Parties, a perfected Lien on the Collateral described therein, shall have been filed, registered or recorded or shall have been delivered to the Collateral Agent in form for filing, registration or recordation. The Liens of the Original Credit AgreementCollateral Documents shall constitute valid and enforceable first-priority Liens on the Collateral (except, as to the priority of such Lien, for any Permitted Liens that, pursuant to applicable law, are entitled to a higher priority than the Lien of the Collateral Agent) and the security interests in the portion of the Collateral that consists of personal property and fixtures shall have been perfected. Notwithstanding the foregoing, the Liens on the portion of the Collateral that consists of real property created under each Mortgage shall have been duly recorded or registered at the real estate recordation offices of the Counties of Cassia, E▇▇▇▇▇, ▇▇▇▇▇▇ or Twin Falls, as applicable, State of Idaho (or such Mortgage Policy shall otherwise be in form have been delivered to the Title Insurer for recordation on terms and substance reasonably conditions satisfactory to the Collateral Agent Agent) and all such Liens shall be prior to any other Liens except for Permitted Liens. (ii) evidence acceptable Delivery to Administrative Agent and Collateral Agent of payment by Borrower UCC search reports of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required a recent date before the Closing Date for the recording of the Mortgage Amendments and issuance of the endorsements to the title insurance policies; and (C) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to each Agent, each of the Lenders jurisdictions in which the UCC-1 financing statements, the fixture filings and each Issuing Bank and the Mortgages are intended to be dated the Amendment Effective Date, (y) shall cover the enforceability filed in respect of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent. (iii) Collateral. The Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date litigation and signed by a Responsible Officer of Holdings, the Borrower and each Domestic Subsidiary Loan Party, together with all attachments contemplated thereby and the following: (A) the results docket search reports of a search recent date before the Closing Date for each of the UCC jurisdictions in which an Idaho Wind Entity has a main place of business. (or equivalentiii) filings made with respect Delivery to the Loan Parties in the jurisdictions specified in the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or discharged pursuant to documentation reasonably satisfactory to the Administrative Agent; and (B) any necessary termination statements (or similar documents), including UCC termination statements, in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent of duly executed or completed copies, which have been duly authorized by all applicable Persons for filing in all applicable jurisdictions as may by the appropriate Person, or which will, upon payment of a specified amount, which amount shall be paid prior to or concurrently with the Closing Date, be authorized for filing by the appropriate Person, of each UCC financing statement amendment (Form UCC-3) termination statement, if any, necessary to terminate any effective financing statements (or equivalent filings), including UCC financing statements, disclosed in such search release all Liens (other than Permitted Liens) of any such financing statements Person in respect of Permitted Encumbrances and Liens permitted any Collateral previously granted by Section 6.02)any Idaho Wind Entity. (iv) The Delivery to Administrative Agent and Collateral Agent shall of evidence satisfactory to it that all filing, recordation, subscription and inscription fees and all recording and other similar fees, and all recording, stamp and other expenses related to such filings, registrations and recordings necessary for the consummation of the transactions contemplated by this Credit Agreement and the other Operative Documents have received an amendment to each Intercompany Lease Agreement duly executed been paid in full by or on behalf of the applicable Loan Parties, in form and substance reasonably acceptable to the Administrative AgentIdaho Wind Entities.

Collateral Requirements. (ia) The Collateral Security Documents and Guarantee Requirement Mortgages providing for the Parity Liens shall have been satisfiedbe substantially in the form of the corresponding instruments providing for the Priority Liens, with only such changes as are reasonably necessary to reflect the terms of the Intercreditor Agreement and with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing debt securities sold in similar private transactions that are not subject to registration requirements of the Securities Act. (iib) The Except as otherwise provided in the Intercreditor Agreement and subject to Section 13.02(d) below, the Collateral Agent shall have received: (A) with respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed securing the Notes and acknowledged by the applicable Loan Partyobligations of Guarantors under the Note Guarantees and all other Parity Lien Obligations will consist of all Property securing any other Secured Debt including substantially all of the Company’s and the Guarantors’ Oil and Gas Properties constituting Proved Reserves, and in form for recording in substantially all other property of the recording office where each such Mortgage was recordedCompany and the Guarantors, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable lawincluding all deposit accounts and securities accounts, in each case in form and substance reasonably satisfactory case, other than Excluded Assets. (c) In addition, the Collateral will not include any Priority Lien Collateral that is or may be provided as cash collateral to certain issuers of letters of credit pursuant to the Collateral Agent; (B) with respect to each Mortgage Amendment, (i) a copy of the existing mortgage title insurance policy and an endorsement with respect thereto relating Priority Lien Documents rather than generally to the Mortgage encumbering such Mortgaged Property assuring holders of Priority Lien Obligations or to the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Priority Lien Collateral Agent for the benefit of the Secured Parties free holders of the Priority Lien Obligations as a whole. The creation or perfection of pledges of or security interests in particular assets will not be required if, and clear for so long as, the creation or perfection of such security interests would require a foreign law governed security or pledge agreement. (d) Notwithstanding the foregoing, the Company will provide a valid and perfected Parity Lien securing the Parity Lien Obligations on Oil and Gas Properties that include not less than 90% of the total value of Proved Reserves attributable to the Oil and Gas Properties of the Company and its Restricted Subsidiaries (the “Collateral Coverage Minimum”). Compliance shall only be measured at the time of delivery of each such Reserve Report and as of each June 30th and December 31st and shall be evaluated with respect to Proved Reserves, based on the Reserve Report most recently delivered under the Credit Agreement or as otherwise required by Section 4.03, in each case after giving effect to acquisitions, dispositions, extensions, discoveries and upward and downward revisions of estimates of Proved Reserves due to exploration, development or exploitation, production or other activities or changes in geological conditions or other factors, as applicable, which, in each case, would, in accordance with standard industry practice, cause such revisions since the date of such Reserve Report or financial statements, as applicable; provided that the Company and the Guarantors shall be deemed to be in compliance with this coverage requirement as long as the Company has executed and delivered, or shall have caused the applicable Guarantor to execute and deliver, to the Collateral Agent, as mortgagee or beneficiary, as applicable, such Mortgages and supplements or amendments related thereto, together with evidence (which may include confirmation from the title insurance company insuring the lien) of the completion (or arrangements for the completion) of all defects recordings and encumbrances filings of such Mortgages or other supplements or amendments in the proper recorders’ offices or appropriate public records (and liens except as expressly permitted by Section 6.02 payment of any taxes or fees in connection therewith) within the Original later to occur of (i) 45 days after such testing date and (ii) the date that the Company shall have been required to provide additional Mortgages to the Credit Agreement Agent under the Credit Agreement, . It is agreed and such Mortgage Policy understood that the only obligation the Company shall otherwise have under this Agreement or the Note Documents with respect to providing a valid and perfected Parity Lien with respect to real property shall be in form and substance reasonably satisfactory to deliver Mortgages to the Collateral Agent (i) with respect to Oil and Gas Properties sufficient to meet the Collateral Coverage Minimum and (ii) evidence acceptable with respect to Administrative Agent any real property subject to a Priority Lien securing the Credit Agreement. No building or manufactured (mobile) home (as defined in the applicable flood insurance regulations) shall be included in the definition of payment by Borrower of all title insurance premiums“Collateral” or subject to a lien under this Agreement or the Note Documents. The Company will deliver to the Trustee semi-annually on or before March 1 and September 1 in each calendar year, search and examination chargesbeginning March 1, mortgage recording taxes and related charges required for the recording 2021, an Officer’s Certificate certifying that, as of the Mortgage Amendments date of such certificate, such requirement has been satisfied. (e) The Company will, or will cause the applicable Guarantor to, execute and issuance of deliver to the endorsements to Collateral Agent, as mortgagee or beneficiary, as applicable, such Mortgages or other Security Documents, and any supplements or amendments related thereto, together with evidence (which may include confirmation from the title insurance policies; and (Ccompany insuring the lien) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to each Agent, each of the Lenders and each Issuing Bank and be dated the Amendment Effective Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed by a Responsible Officer of Holdings, the Borrower and each Domestic Subsidiary Loan Party, together with all attachments contemplated thereby and the following: (A) the results of a search of the UCC completion (or equivalentarrangements for the completion) of all recordings and filings made with respect to the Loan Parties of such Mortgages or other Security Documents in the jurisdictions specified proper recorders’ offices or appropriate public records (and payment of any taxes or fees in the Perfection Certificates and copies of the financing statements (or similar documentsconnection therewith) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or discharged pursuant to documentation reasonably satisfactory to the Administrative Agent; and (B) any necessary termination statements (or similar documents), including UCC termination statements, in form and substance reasonably satisfactory to the Administrative Agent and duly executed or authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective financing statements create a valid, perfected second-priority Lien (or equivalent filingssubject to the Intercreditor Agreement and to Permitted Prior Liens), including on or against the Collateral within 30 days after the Issue Date. In addition and without limitation of Section 13.03(d) below, the Security Documents will not require that security interests be perfected if such security interest are not perfected with respect to any Priority Lien Obligations and such security interests cannot be perfected by the filing of UCC financing statements, disclosed the recording of mortgages or deeds of trust or the execution of control agreements with respect to certain deposit accounts, securities accounts and commodities accounts; provided, the Company shall have used its commercially reasonable efforts for a period of at least 90 days to enter into control agreements in such search (other than any such financing statements favor of the Collateral Agent in respect to deposit accounts, securities accounts and commodities accounts, the Company and the Guarantors shall be relieved of Permitted Encumbrances and Liens permitted by Section 6.02). any further obligation to deliver control agreements so long as the Priority Lien Representative or agents or bailees of the Priority Lien Representative maintains a perfected second-priority lien (iv) The Collateral Agent shall have received an amendment to each Intercompany Lease Agreement duly executed by the applicable Loan Parties, in form and substance reasonably acceptable subject to the Administrative AgentIntercreditor Agreement) for the benefit of the holders of Notes and any future other Parity Lien Obligations through control of such deposit accounts, securities accounts and commodities accounts pursuant to a control agreement.

Collateral Requirements. Within ninety (i90) The days after the occurrence of a Collateral and Guarantee Requirement shall have been satisfied. (ii) The Collateral Agent shall have received: (A) with respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (B) with respect to each Mortgage Amendment, (i) a copy of the existing mortgage title insurance policy and an endorsement with respect thereto relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 of the Original Credit Agreement, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and (ii) evidence acceptable to Administrative Agent of payment by Borrower of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the recording of the Mortgage Amendments and issuance of the endorsements to the title insurance policies; and (C) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to each Agent, each of the Lenders and each Issuing Bank and be dated the Amendment Effective Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed by a Responsible Officer of HoldingsTrigger Event, the Borrower and each Domestic Subsidiary Loan PartyMaterial Subsidiary, together with all attachments contemplated thereby and the following: (A) the results of a search of the UCC (as applicable, shall deliver, or equivalent) filings made with respect cause to the Loan Parties in the jurisdictions specified in the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or discharged pursuant to documentation reasonably satisfactory be delivered, to the Administrative Agent; and : (Bi) any necessary termination statements (Mortgages duly executed by Borrower or similar documents), including UCC termination statementsthe relevant Material Subsidiaries for each Eligible Property, in form and substance reasonably satisfactory acceptable to Borrower, each applicable Material Subsidiary, and Administrative Agent; (ii) evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss payee and duly executed or authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary an additional insured, as applicable; (iii) mortgagee’s title insurance policies with respect to terminate any effective financing statements each Eligible Property (or equivalent filings), including UCC financing statements, disclosed in such search (other than any such financing statements in respect of Permitted Encumbrances and Liens permitted by Section 6.02). (iva prepaid binding commitment therefor) The Collateral Agent shall have received an amendment to each Intercompany Lease Agreement duly executed by the applicable Loan Parties, in form and substance reasonably acceptable to the Administrative Agent from a title insurance company acceptable to the Administrative Agent in the aggregate principal amount of the outstanding Term Loans and Incremental Term Loans (if any), plus then aggregate Revolving Credit Commitments (subject to the underwriting requirements of the applicable title insurance company) insuring the Lien of the Mortgages to be valid first priority Liens subject only to Permitted Liens, together with such endorsements as the Administrative Agent may reasonably ​ ​ require; (iv) a survey in form acceptable to the Administrative Agent and disclosing no Liens other than Permitted Liens prepared by a licensed surveyor for each parcel of Eligible Property, which surveys shall also state whether or not any portion of any Eligible Property is in a federally designated flood hazard area; (v) a report as to whether or not any portion of each Eligible Property is in a federally designated flood hazard area and, if any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance (including on the improvements, personal property, structures and contents, as applicable), as may be required by applicable law; (vi) a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental conditions of each parcel of Eligible Property subject to the Lien of the Mortgages, together with a reliance letter thereon acceptable to the Administrative Agent; (vii) an appraisal report prepared for the Administrative Agent by a state certified appraiser selected and retained by the Administrative Agent, which appraisal report describes the fair market value of each Eligible Property and otherwise meets the requirements of applicable law for appraisals prepared for federally insured depository institutions; (viii) the favorable written opinion of local counsel to each Material Subsidiary covering due authorization, execution and delivery and enforceability of the Mortgages, together with customary real estate opinions as to sufficiency of the Mortgages for recordation and perfection of the liens provided therein and otherwise in form and substance satisfactory to the Administrative Agent; (ix) a property condition report satisfactory to Administrative Agent with respect to each Eligible Property; and (x) an amendment to this Agreement containing such provisions as may reasonably be required by Administrative Agent to incorporate relevant and appropriate provisions with respect to the Mortgages; and (xi) to the extent necessary for the Administrative Agent or any Lender to comply with its internal policies generally applicable to loans of this nature or with applicable Legal Requirements, any other agreement, instrument, document, certificate or opinion requested by the Administrative Agent.

Collateral Requirements. (a) At all times during a Collateral Period, commencing with the date 30 days (or such longer period as the Administrative Agent shall determine in its reasonable discretion) following the commencement of such Collateral Period, (i) The Collateral execute and Guarantee Requirement shall have been satisfied. (ii) The deliver, and cause each Guarantor to execute and deliver, to the Collateral Agent shall have received: (A) with respect to each Mortgage encumbering Mortgaged PropertySecurity Documents, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (B) with respect , pursuant to which the Borrower and each Mortgage Amendment, (i) a copy of the existing mortgage title insurance policy and an endorsement with respect thereto relating Guarantor shall grant to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the MortgageAgent, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free Lenders, a perfected first priority (subject to Liens permitted under Section 6.02) security interest in all property of such Person, excluding (A) owned real property having a fair market value of less than $10,000,000 and clear all leased real property or which is already subject to a mortgage permitted hereunder, (B) voting Equity Interests to the extent in excess of all defects and encumbrances and liens except as expressly permitted by Section 6.02 65% of the Original Credit Agreementvoting Equity Interests of any Foreign Subsidiary, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and (ii) evidence acceptable to Administrative Agent of payment by Borrower of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the recording of the Mortgage Amendments and issuance of the endorsements to the title insurance policies; and (C) property to the extent reasonably requested that a grant of a lien on such property would be prohibited by any law, regulation or order of any Governmental Authority, (D) titled vehicles to the extent a security interest therein cannot be perfected by filing a UCC-1 financing statement, (E) deposit accounts, securities accounts and other assets requiring perfection by control (other than certificated Equity Interests and notes) and not by the Administrative Agentfiling of a UCC-1 financing statement, with respect to each Mortgage Amendment, opinions of local counsel except to the Loan Partiesextent constituting proceeds of Collateral, which opinions (xF) shall be addressed any lease, license or other agreement with any Person if, to each Agentthe extent and for so long as the grant of a Lien thereon constitutes a breach of or a default under, each or creates an (b) In connection with any of the Lenders and each Issuing Bank and be dated the Amendment Effective Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed by a Responsible Officer of Holdingsforegoing, the Borrower and each Domestic Subsidiary Loan Party, together with all attachments contemplated thereby and the following: (A) the results of a search of the UCC (shall deliver or equivalent) filings made with respect cause to the Loan Parties in the jurisdictions specified in the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory be delivered to the Administrative Agent that lien searches for the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or discharged pursuant to documentation reasonably satisfactory to Borrower and its Subsidiaries at the Administrative Agent; expense of the Borrower and (B) any necessary termination statements (or similar documents), including UCC termination statements, in form legal opinions and substance reasonably satisfactory to other documents as the Administrative Agent may reasonably request relating to the existence of the relevant Loan Party, the corporate or other authority for and duly executed or authorized by the validity of the relevant Security Documents and the creation and perfection of the Lien purportedly created thereby and any other matters relevant thereto, all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective financing statements (or equivalent filings), including UCC financing statements, disclosed in such search (other than any such financing statements in respect of Permitted Encumbrances and Liens permitted by Section 6.02). (iv) The Collateral Agent shall have received an amendment to each Intercompany Lease Agreement duly executed by the applicable Loan Parties, in form and substance reasonably acceptable to the Administrative Agent. Prior to the execution of any mortgage, deed of trust or equivalent document in connection with the foregoing, the Borrower shall deliver to each Lender all documents required by such Lender with respect to flood determinations and insurance for the relevant property.

Collateral Requirements. Within ninety (i90) The days after the occurrence of a Collateral and Guarantee Requirement shall have been satisfied. (ii) The Collateral Agent shall have received: (A) with respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (B) with respect to each Mortgage Amendment, (i) a copy of the existing mortgage title insurance policy and an endorsement with respect thereto relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 of the Original Credit Agreement, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and (ii) evidence acceptable to Administrative Agent of payment by Borrower of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the recording of the Mortgage Amendments and issuance of the endorsements to the title insurance policies; and (C) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to each Agent, each of the Lenders and each Issuing Bank and be dated the Amendment Effective Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed by a Responsible Officer of HoldingsTrigger Event, the Borrower and each Domestic Subsidiary Loan PartyMaterial Subsidiary, together with all attachments contemplated thereby and the following: (A) the results of a search of the UCC (as applicable, shall deliver, or equivalent) filings made with respect cause to the Loan Parties in the jurisdictions specified in the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or discharged pursuant to documentation reasonably satisfactory be delivered, to the Administrative Agent; and (B) any necessary termination statements (or similar documents), including UCC termination statements, in form and substance reasonably satisfactory to the Administrative Agent and duly executed or authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective financing statements (or equivalent filings), including UCC financing statements, disclosed in such search (other than any such financing statements in respect of Permitted Encumbrances and Liens permitted by Section 6.02).: (ivi) The Collateral Agent shall have received an amendment to each Intercompany Lease Agreement Mortgages duly executed by the applicable Loan PartiesBorrower or the relevant Material Subsidiaries for each Eligible Property, in form and substance reasonably acceptable to the Borrower, each applicable Material Subsidiary, and Administrative Agent; (ii) evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss payee and as an additional insured, as applicable; (iii) mortgagee’s title insurance policies with respect to each Eligible Property (or a prepaid binding commitment therefor) in form and substance reasonably acceptable to the Administrative Agent from a title insurance company acceptable to the Administrative Agent in the aggregate principal amount of the outstanding Loans (subject to the underwriting requirements of the applicable title insurance company) insuring the Lien of the Mortgages to be valid first priority Liens subject only to Permitted Liens, together with such endorsements as the Administrative Agent may reasonably require; (iv) a survey in form acceptable to the Administrative Agent and disclosing no Liens other than Permitted Liens prepared by a licensed surveyor for each parcel of Eligible Property, which surveys shall also state whether or not any portion of any Eligible Property is in a federally designated flood hazard area; (v) a report as to whether or not any portion of each Eligible Property is in a federally designated flood hazard area and, if any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance (including on the improvements, personal property, structures and contents, as applicable), as may be required by applicable law; (vi) a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental conditions of each parcel of Eligible Property subject to the Lien of the Mortgages, together with a reliance letter thereon acceptable to the Administrative Agent; (vii) an appraisal report prepared for the Administrative Agent by a state certified appraiser selected and retained by the Administrative Agent, which appraisal report describes the fair market value of each Eligible Property and otherwise meets the requirements of applicable law for appraisals prepared for federally insured depository institutions; (viii) the favorable written opinion of local counsel to each Material Subsidiary covering due authorization, execution and delivery and enforceability of the Mortgages, together with customary real estate opinions as to sufficiency of the Mortgages for recordation and perfection of the liens provided therein and otherwise in form and substance satisfactory to the Administrative Agent; (ix) a property condition report satisfactory to Administrative Agent with respect to each Eligible Property; (x) an amendment to this Agreement containing such provisions as may reasonably be required by Administrative Agent to incorporate relevant and appropriate provisions with respect to the Mortgages; and (xi) to the extent necessary for the Administrative Agent or any Lender to comply with its internal policies generally applicable to loans of this nature or with applicable Legal Requirements, any other agreement, instrument, document, certificate or opinion requested by the Administrative Agent.

Collateral Requirements. Within ninety (i90) The days after the occurrence of a Collateral and Guarantee Requirement shall have been satisfied. (ii) The Collateral Agent shall have received: (A) with respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (B) with respect to each Mortgage Amendment, (i) a copy of the existing mortgage title insurance policy and an endorsement with respect thereto relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 of the Original Credit Agreement, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and (ii) evidence acceptable to Administrative Agent of payment by Borrower of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the recording of the Mortgage Amendments and issuance of the endorsements to the title insurance policies; and (C) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to each Agent, each of the Lenders and each Issuing Bank and be dated the Amendment Effective Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed by a Responsible Officer of HoldingsTrigger Event, the Borrower and each Domestic Subsidiary Loan PartyMaterial Subsidiary, together with all attachments contemplated thereby and the following: (A) the results of a search of the UCC (as applicable, shall deliver, or equivalent) filings made with respect cause to the Loan Parties in the jurisdictions specified in the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or discharged pursuant to documentation reasonably satisfactory be delivered, to the Administrative Agent; and (B) any necessary termination statements (or similar documents), including UCC termination statements, in form and substance reasonably satisfactory to the Administrative Agent and duly executed or authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective financing statements (or equivalent filings), including UCC financing statements, disclosed in such search (other than any such financing statements in respect of Permitted Encumbrances and Liens permitted by Section 6.02).: (iv1) The Collateral Agent shall have received an amendment to each Intercompany Lease Agreement Mortgages duly executed by the applicable Loan PartiesBorrower or the relevant Material Subsidiaries for each EligibleBorrowing Base Real Property Asset, in form and substance reasonably acceptable to the Borrower, each applicable Material Subsidiary, and Administrative Agent.; (2) evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss payee and as an additional insured, as applicable; (3) mortgagee’s title insurance policies with respect to each EligibleBorrowing Base Real Property Asset (or a prepaid binding commitment therefor) in form and substance reasonably acceptable to the Administrative Agent from a title insurance company acceptable to the Administrative Agent in the aggregate principal amount of the outstanding Term Loans and Incremental Term Loans (if any), plus then aggregate Revolving Credit Commitments (subject to the underwriting requirements of the applicable title insurance company) insuring the Lien of the Mortgages to be valid first priority Liens subject only to Permitted Liens, together with such endorsements as the Administrative Agent may reasonably require; (4) a survey in form acceptable to the Administrative Agent and disclosing no Liens other than Permitted Liens prepared by a licensed surveyor for each parcel of EligibleBorrowing Base Real Property Asset, which surveys shall also state whether or not any portion of any EligibleBorrowing Base Real Property Asset is in a federally designated flood hazard area; (5) a report as to whether or not any portion of each EligibleBorrowing Base Real Property Asset is in a federally designated flood hazard area and, if any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance (including on the improvements, personal property, structures and contents, as applicable), as may be required by applicable law; (6) a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental conditions of each parcel of EligibleBorrowing Base Real Property Asset subject to the Lien of the Mortgages, together with a reliance letter thereon acceptable to the Administrative Agent; (7) an appraisal report prepared for the Administrative Agent by a state certified appraiser selected and retained by the Administrative Agent, which appraisal report describes the fair market value of each EligibleBorrowing Base Real Property Asset and otherwise meets the requirements of applicable law for appraisals prepared for federally insured depository institutions; (8) the favorable written opinion of local counsel to each Material Subsidiary covering due authorization, execution and delivery and enforceability of the Mortgages, together with customary real estate opinions as to sufficiency of the Mortgages for recordation and perfection of the liens provided therein and otherwise in form and substance satisfactory to the Administrative Agent; (9) a property condition report satisfactory to Administrative Agent with respect to each EligibleBorrowing Base Real Property Asset;

Collateral Requirements. Within ninety (i90) The days after the occurrence of a Collateral and Guarantee Requirement shall have been satisfied. (ii) The Collateral Agent shall have received: (A) with respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (B) with respect to each Mortgage Amendment, (i) a copy of the existing mortgage title insurance policy and an endorsement with respect thereto relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 of the Original Credit Agreement, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and (ii) evidence acceptable to Administrative Agent of payment by Borrower of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the recording of the Mortgage Amendments and issuance of the endorsements to the title insurance policies; and (C) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to each Agent, each of the Lenders and each Issuing Bank and be dated the Amendment Effective Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed by a Responsible Officer of HoldingsTrigger Event, the Borrower and each Domestic Subsidiary Loan PartyMaterial Subsidiary, together with all attachments contemplated thereby and the following: (A) the results of a search of the UCC (as applicable, shall deliver, or equivalent) filings made with respect cause to the Loan Parties in the jurisdictions specified in the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or discharged pursuant to documentation reasonably satisfactory be delivered, to the Administrative Agent; and : ​ (Bi) any necessary termination statements (Mortgages duly executed by Borrower or similar documents), including UCC termination statementsthe relevant Material Subsidiaries for each EligibleBorrowing Base Real Property Asset, in form and substance reasonably satisfactory acceptable to Borrower, each applicable Material Subsidiary, and Administrative Agent; ​ ​ (ii) evidence of insurance required to be maintained under the Loan Documents, naming the Administrative Agent as mortgagee/lender’s loss payee and duly executed or authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary an additional insured, as applicable; (iii) mortgagee’s title insurance policies with respect to terminate any effective financing statements each EligibleBorrowing Base Real Property Asset (or equivalent filings), including UCC financing statements, disclosed in such search (other than any such financing statements in respect of Permitted Encumbrances and Liens permitted by Section 6.02). (iva prepaid binding commitment therefor) The Collateral Agent shall have received an amendment to each Intercompany Lease Agreement duly executed by the applicable Loan Parties, in form and substance reasonably acceptable to the Administrative Agent from a title insurance company acceptable to the Administrative Agent in the aggregate principal amount of the outstanding Term Loans and Incremental Term Loans (if any), plus then aggregate Revolving Credit Commitments (subject to the underwriting requirements of the applicable title insurance company) insuring the Lien of the Mortgages to be valid first priority Liens subject only to Permitted Liens, together with such endorsements as the Administrative Agent may reasonably require; (iv) a survey in form acceptable to the Administrative Agent and disclosing no Liens other than Permitted Liens prepared by a licensed surveyor for each parcel of EligibleBorrowing Base Real Property Asset, which surveys shall also state whether or not any portion of any EligibleBorrowing Base Real Property Asset is in a federally designated flood hazard area; (v) a report as to whether or not any portion of each EligibleBorrowing Base Real Property Asset is in a federally designated flood hazard area and, if any improvements thereon are in a federally designated flood hazard area, evidence of the maintenance of flood insurance (including on the improvements, personal property, structures and contents, as applicable), as may be required by applicable law; (vi) a report of an independent firm of environmental engineers acceptable to the Administrative Agent concerning the environmental conditions of each parcel of EligibleBorrowing Base Real Property Asset subject to the Lien of the Mortgages, together with a reliance letter thereon acceptable to the Administrative Agent.; (vii) an appraisal report prepared for the Administrative Agent by a state certified appraiser selected and retained by the Administrative Agent, which appraisal report describes the fair market value of each EligibleBorrowing Base Real Property Asset and otherwise meets the requirements of applicable law for appraisals prepared for federally insured depository institutions; (viii) the favorable written opinion of local counsel to each Material Subsidiary covering due authorization, execution and delivery and enforceability of the Mortgages, together with customary real estate opinions as to sufficiency of the Mortgages for recordation and perfection of the liens provided therein and otherwise in form and substance satisfactory to the Administrative Agent; (ix) a property condition report satisfactory to Administrative Agent with respect to each EligibleBorrowing Base Real Property Asset; ​ ​ ​ (x) Collateral Assignments duly executed by Borrower or the relevant Material Subsidiaries for each Borrowing Base Mortgage Receivable, in form and substance reasonably acceptable to Borrower, each applicable Material Subsidiary, and Administrative Agent, together with (i) the original promissory note or other negotiable instrument evidencing such Borrowing Base Mortgage Receivable and (ii) and allonge to such promissory note or other negotiable instrument endorsed in blank;

Collateral Requirements. The Parent (i) The Collateral and Guarantee Requirement shall have been satisfied. (ii) The Collateral Agent shall have received: (A) Harbor Point Re with respect to each Mortgage encumbering Mortgaged PropertyInvestment Entity for which it has requested a Secured Letter of Credit) shall cause each Pledgor’s Borrowing Base (unless such Pledgor is a Collateral Beneficiary) at all times to be equal to or greater than the Secured L/C Obligations of such Pledgor (plus, an amendment thereof subject to compliance with Section 6.11(c), the Secured L/C Obligations of any Collateral Beneficiary for which such Pledgor is a Collateral Provider). If at any time a Pledgor’s Borrowing Base is less than its Secured L/C Obligations (each plus, subject to compliance with Section 6.11(c), the Secured L/C Obligations of any Collateral Beneficiary for which such Pledgor is a “Mortgage Amendment”) duly executed Collateral Provider), the Parent (and acknowledged by the applicable Loan Party, and in form for recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (B) Harbor Point Re with respect to each Mortgage AmendmentInvestment Entity for which it has requested a Secured Letter of Credit) will cause such Pledgor (or such Pledgor’s Collateral Provider if such Pledgor is a Collateral Beneficiary) to immediately (and in any event within two Business Days) deposit into its Collateral Account Eligible Collateral or reduce its Secured L/C Obligations, (i) or a copy combination of the existing mortgage title insurance policy and foregoing, in an endorsement with respect thereto relating amount sufficient to eliminate such excess. At any time on or after the Mortgage encumbering such Mortgaged Property assuring Commitment Termination Date, at the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor request of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 of the Original Credit Agreement, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and (ii) evidence acceptable to Administrative Agent of payment by Borrower of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the recording of the Mortgage Amendments and issuance of the endorsements to the title insurance policies; and (C) to the extent reasonably requested by the Administrative Agent, the Parent (and Harbor Point Re with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (xInvestment Entity) shall cause such Pledgor (or such Pledgor’s Collateral Provider if such Pledgor is a Collateral Beneficiary) to take such actions as may be addressed necessary to each Agent, each ensure that its Collateral consists solely of Cash and Cash Equivalents. The minimum weighted average credit quality rating of the Lenders and Eligible Collateral in each Issuing Bank and be dated the Amendment Effective Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) Collateral Account shall be at least AA/Aa2 or the equivalent and the Eligible Collateral in form and substance reasonably satisfactory each Collateral Account shall not exceed the Concentration Limits; provided, however, that a Pledgor shall not be in violation of this Section 6.11(b) if such violation occurs as a result of a change in the Fair Market Value or ratings of such Eligible Collateral (as opposed to a change in the Administrative Agent. makeup of such Eligible Collateral) unless such deficiency exists for 30 days. Any Borrower other than an Insurance Subsidiary organized in the United States (iiia “Collateral Provider”) The may post Collateral (the “Provided Collateral”) to secure all the Secured L/C Obligations of another Borrower (the “Collateral Beneficiary”) provided that the Administrative Agent shall have received a completed Perfection Certificate dated such documents, certificates and opinions as it deems necessary in its sole discretion in order to ensure that (i) such Collateral Provider has the Amendment Effective Date necessary corporate and signed by a Responsible Officer regulatory authority to post the Provided Collateral on behalf of Holdingssuch Collateral Beneficiary, the Borrower and each Domestic Subsidiary Loan Party, together with all attachments contemplated thereby and the following: (Aii) the results Security Agreement of a search such Collateral Provider specifically secures the Secured L/C Obligations of such Collateral Beneficiary, (iii) the UCC Administrative Agent shall have the right to enforce the Lien on the Provided Collateral in the same manner and with the same priority as if such Collateral had been posted to secure the Collateral Provider’s Secured L/C Obligations, (or equivalentiii) filings made the Collateral Beneficiary shall have no right to give directions to the Administrative Agent with respect to the Loan Parties in the jurisdictions specified in the Perfection Certificates and copies Provided Collateral, (iv) such Collateral Provider shall provide all of the financing statements Collateral required by the Collateral Beneficiary, and (or similar documentsv) disclosed by such search and evidence reasonably satisfactory to other matters as the Administrative Agent that may deem appropriate under the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or discharged pursuant to documentation reasonably satisfactory to the Administrative Agent; and (B) any necessary termination statements (or similar documents), including UCC termination statements, in form and substance reasonably satisfactory to the Administrative Agent and duly executed or authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective financing statements (or equivalent filings), including UCC financing statements, disclosed in such search (other than any such financing statements in respect of Permitted Encumbrances and Liens permitted by Section 6.02)circumstances. (iv) The Collateral Agent shall have received an amendment to each Intercompany Lease Agreement duly executed by the applicable Loan Parties, in form and substance reasonably acceptable to the Administrative Agent.

Collateral Requirements. Delivery to Lender of evidence reasonably satisfactory to Lender that each Loan Party has taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments, and made or caused to be made all such filings and recordings that may be necessary or, in the opinion of Lender, desirable in order to create in favor of Lender a valid and (upon such filing and recording) perfected first priority Lien in such Person’s rights, title and interest in and to the Collateral. Such actions shall include delivery to Lender of: (a) the Borrower Security Agreement, the Pledgor Security Agreement and the Depositary Agreement, duly executed by each party thereto; (b) all pledged securities, including all certificates, agreements or instruments representing or evidencing such pledged securities, accompanied by instruments of transfer and membership interest powers undated and endorsed in blank to the extent such pledged interests are certificated; (c) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Legal Judgments in each jurisdiction as may be necessary or appropriate or, in the opinion of Lender, desirable to perfect the first priority Liens created, or purported to be created, by the Security Documents; (i) The certified copies of UCC, tax and Loan Agreement (Moby) judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a date no less recent than ten Business Days before the Closing Date or as otherwise acceptable to Lender listing all effective financing statements, lien notices or comparable documents that name the Pledgor, Borrower or any Portfolio Entity as debtor and that are filed in state and county jurisdictions in which any such Person is organized or maintains its principal place of business and such other searches that Lender deems necessary or appropriate, none of which encumber the Collateral and Guarantee Requirement shall have been satisfied. covered or intended to be covered by the Security Documents or the assets of the Portfolio Entities (iiother than Permitted Liens) The Collateral Agent shall have received: showing that upon due filing or recordation (A) assuming such filing or recordation occurred on the date of such respective reports), as the case may be, the security interests created under the Security Documents, with respect to each Mortgage encumbering Mortgaged Propertythe Collateral, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged will be prior to all other financing statements or other security documents wherein the security interest is perfected by the applicable Loan Party, and in form for filing or recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (B) with respect to each Mortgage Amendment, (i) a copy of the existing mortgage title insurance policy and an endorsement with respect thereto relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the MortgageCollateral, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 of the Original Credit Agreement, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and (ii) evidence acceptable to Administrative Agent of payment by Borrower of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the recording of the Mortgage Amendments and issuance of the endorsements to the title insurance policies; and (C) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to each Agent, each of the Lenders and each Issuing Bank and be dated the Amendment Effective Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed by a Responsible Officer of Holdings, the Borrower and each Domestic Subsidiary Loan Party, together with all attachments contemplated thereby and the following: (A) the results of a search of the UCC (or equivalent) filings made with respect to the Loan Parties in the jurisdictions specified in the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or discharged pursuant to documentation reasonably satisfactory to the Administrative Agent; and (B) any necessary termination statements (or similar documents), including UCC termination statements, in form and substance reasonably satisfactory to the Administrative Agent and duly executed or authorized (if required) by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings), including UCC financing statements, other security documents disclosed in such search (other than any such financing statements statements, fixture filings or other security documents in respect of Permitted Encumbrances and Liens permitted by Section 6.02to remain outstanding pursuant to the terms of this Agreement).; and (ivd) The Collateral Agent shall have received an amendment evidence reasonably satisfactory to each Intercompany Lease Agreement duly executed Lender of payment or arrangements for payment by Borrower of all applicable recording taxes, stamp duties, registration fees or charges, filing costs and other similar expenses, if any, required to be paid in connection with the applicable execution, delivery or filing of, or the perfection of any Loan Parties, Document or otherwise in form and substance reasonably acceptable to connection with the Administrative AgentCollateral.

Collateral Requirements. Delivery to Lender of evidence reasonably satisfactory to Lender that each Loan Party has taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments, and made or caused to be made all such filings and recordings that may be necessary or, in the opinion of Lender, desirable in order to create in favor of Lender a valid and (upon such filing and recording) perfected first priority Lien in such Person’s rights, title and interest in and to the Collateral. Such actions shall include delivery to Lender of: (a) all pledged securities, including all certificates, agreements or instruments representing or evidencing such pledged securities, accompanied by instruments of transfer and membership interest powers undated and endorsed in blank to the extent such pledged interests are certificated; (b) UCC financing statements in appropriate form for filing under the UCC and such other documents under applicable Legal Judgments in each jurisdiction as may be necessary or appropriate or, in the opinion of Lender, desirable to perfect the first priority Liens created, or purported to be created, by the Security Documents; (i) The certified copies of UCC, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a date no less recent than ten (10) Business Days before the Closing Date or as otherwise acceptable to Lender listing all effective financing statements, lien notices or comparable documents that name the Pledgor, Borrower or any Portfolio Entity as debtor and that are filed in state and county jurisdictions in which any such Person is organized or maintains its principal place of business and such other searches that Lender deems necessary or appropriate, none of which encumber the Collateral and Guarantee Requirement shall have been satisfied. covered or intended to be covered by the Security Documents or the assets of the Portfolio Entities (iiother than Permitted Liens) The Collateral Agent shall have received: showing that upon due filing or recordation (A) assuming such filing or recordation occurred on the date of such respective reports), as the case may be, the security interests created under the Security Documents, with respect to each Mortgage encumbering Mortgaged Propertythe Collateral, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged will be prior to all other financing statements or other security documents wherein the security interest is perfected by the applicable Loan Party, and in form for filing or recording in the recording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (B) with respect to each Mortgage Amendment, (i) a copy of the existing mortgage title insurance policy and an endorsement with respect thereto relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the MortgageCollateral, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 of the Original Credit Agreement, and such Mortgage Policy shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent and (ii) evidence acceptable to Administrative Agent of payment by Borrower of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the recording of the Mortgage Amendments and issuance of the endorsements to the title insurance policies; and (C) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to each Agent, each of the Lenders and each Issuing Bank and be dated the Amendment Effective Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent. (iii) The Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed by a Responsible Officer of Holdings, the Borrower and each Domestic Subsidiary Loan Party, together with all attachments contemplated thereby and the following: (A) the results of a search of the UCC (or equivalent) filings made with respect to the Loan Parties in the jurisdictions specified in the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or discharged pursuant to documentation reasonably satisfactory to the Administrative Agent; and (B) any necessary termination statements (or similar documents), including UCC termination statements, in form and substance reasonably satisfactory to the Administrative Agent and duly executed or authorized (if required) by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings), including UCC financing statements, other security documents disclosed in such search (other than any such financing statements statements, fixture filings or other security documents in respect of Permitted Encumbrances and Liens permitted by Section 6.02to remain outstanding pursuant to the terms of this Agreement).; and (ivc) The Collateral Agent shall have received an amendment evidence reasonably satisfactory to each Intercompany Lease Agreement duly executed Lender of payment or arrangements for payment by Borrower of all applicable recording taxes, stamp duties, registration fees or charges, filing costs and other similar expenses, if any, required to be paid in connection with the applicable execution, delivery or filing of, or the perfection of any Loan Parties, Document or otherwise in form and substance reasonably acceptable to connection with the Administrative AgentCollateral.

Collateral Requirements. (i) The Collateral In order to create in favor of the Agent, for the benefit of the Lenders holding Secured Term Loans, a valid perfected first-priority security interest in the Collateral, subject to Liens expressly permitted by Section 6.2 and Guarantee Requirement shall have been satisfied. (ii) The Collateral acceptable to the Agent and the Lenders, the Agent shall have received: (Ai) evidence satisfactory to the Agent and the Lenders of the compliance by each Loan Party of its obligations under the Security Agreement and the other Security Documents (including their obligations to execute and/or deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein); (ii) with respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each i) a “Mortgage Amendment”) duly fully executed and acknowledged by notarized first priority Mortgage, in favor of the applicable Loan PartyAgent, and for the benefit of the Lenders, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property, subject to the recording office where Liens permitted by Section 6.2(k), (ii) (x) American Land Title Association extended coverage lenders’ policies of title insurance or unconditional commitments therefor (which shall not include any general mechanics lien exception) insuring the Lien of each such Mortgage was recordedas a valid first priority Lien on the Mortgaged Property described therein, free of any other Liens other than as permitted by Section 6.2, issued by the Title Company with respect to each Mortgaged Property (each, a “Title Policy”), in amounts that are the lesser of either (A) the aggregate amount of the Loan Commitments or (B) 100% of the fair market value of each Mortgaged Property, together with such certificatescustomary endorsements (other than any endorsements that require a survey) as the Agent and the Lenders may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, affidavits, questionnaires or returns as shall be required (y) evidence satisfactory to the Agent and the Lenders that such Loan Party has paid to the appropriate governmental authorities all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the recording Mortgages for each Mortgaged Property in the appropriate real estate records and (z) any consents and estoppels necessary or filing thereof under advisable or required by applicable lawlaw in connection with such Mortgage, each of the foregoing in each case in form form, scope and substance reasonably satisfactory to the Collateral Agent; (B) with respect to each Mortgage AmendmentRequired Lenders, (iiii) a copy of the existing mortgage title insurance policy and an endorsement with respect thereto legal opinions relating to the Mortgage encumbering such Mortgaged Property assuring the Collateral Agent that the Mortgagematters described above, as amended by the Mortgage Amendment is a valid which opinions shall be in form, scope and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 of the Original Credit Agreementsubstance, and such Mortgage Policy shall otherwise be in form and substance from counsel, reasonably satisfactory to the Collateral Required Lenders and (iv) such other instruments and documents (including lien searches) as the Agent and (ii) evidence acceptable to Administrative Agent of payment by Borrower of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the recording of the Mortgage Amendments and issuance of the endorsements to the title insurance policies; and (C) to the extent reasonably requested by the Administrative Agent, with respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to each Agent, each of the Lenders and each Issuing Bank and be dated the Amendment Effective Date, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agent.request; (iii) The Administrative Agent shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed by a Responsible Officer of Holdings, the Borrower and each Domestic Subsidiary Loan Party, together with all attachments contemplated thereby and the following: (A) the results of a search of the UCC Uniform Commercial Code (or equivalent) filings ), tax and judgment made with respect to the Loan Parties in the jurisdictions specified in the Perfection Certificates and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the Liens indicated by such financing statements (or similar documents) are Liens permitted by under Section 6.02 6.2 or have been been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or discharged pursuant to documentation arrangements reasonably satisfactory to the Administrative Agent; Agent and the Lenders for such release shall have been made); (Biv) any necessary termination statements (or similar documents)evidence of the insurance required by the terms of Section 5.5, including UCC termination statementscertificates and endorsements with respect thereto, in each case, in form and substance reasonably satisfactory to the Administrative Agent and duly the Lenders; and (v) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or authorized by all applicable Persons for caused to be executed and delivered any other agreement, document and instrument (including without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(c)) and made or caused to be made any other filing in all applicable jurisdictions as may be necessary to terminate any effective financing statements (or equivalent filings), including UCC financing statements, disclosed in such search and recording (other than any such financing statements in respect of Permitted Encumbrances and Liens permitted by Section 6.02). (ivas set forth herein) The Collateral Agent shall have received an amendment to each Intercompany Lease Agreement duly executed reasonably required by the applicable Loan Parties, in form Agent and substance reasonably acceptable to the Administrative AgentLenders.

Collateral Requirements. (ia) The Collateral Security Documents and Guarantee Requirement Mortgages providing for the Parity Liens shall have been satisfiedbe substantially in the form of the corresponding instruments providing for the Priority Liens, with such changes as are reasonably necessary to reflect the terms of the Intercreditor Agreement and with such deletions or modifications of representations, warranties and covenants as are customary with respect to security documents establishing Liens securing debt securities sold in similar private transactions that are not subject to registration requirements of the Securities Act. (iib) The Except as otherwise provided in the Intercreditor Agreement, the Collateral Agent shall have received: (A) with respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed securing the Notes and acknowledged by the applicable Loan Partyobligations of Guarantors under the Note Guarantees and all other Parity Lien Obligations will consist of substantially all of the Company’s and the Guarantors’ Oil and Gas Properties constituting Proved Reserves, and in form for recording in substantially all other property of the recording office where each such Mortgage was recordedCompany and the Guarantors, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable lawincluding all deposit accounts and securities accounts, in each case in form and substance reasonably satisfactory case, other than Excluded Assets. (c) In addition, the Collateral will not include any Priority Lien Collateral that is or may be provided as cash collateral to certain issuers of letters of credit pursuant to the Collateral Agent; (B) with respect to each Mortgage Amendment, (i) a copy of the existing mortgage title insurance policy and an endorsement with respect thereto relating Priority Lien Documents rather than generally to the Mortgage encumbering such Mortgaged Property assuring holders of Priority Lien Obligations or to the Collateral Agent that the Mortgage, as amended by the Mortgage Amendment is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Priority Lien Collateral Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except as expressly permitted by Section 6.02 holders of the Original Credit AgreementPriority Lien Obligations as a whole. The creation or perfection of pledges of or security interests in particular assets will not be required if, and for so long as, the creation or perfection of such Mortgage Policy shall otherwise be in form security interests would require a foreign law governed security or pledge agreement. (d) Notwithstanding the foregoing, the Company will provide a valid and substance reasonably satisfactory perfected Parity Lien securing the Parity Lien Obligations on Oil and Gas Properties that include not less than (i) 90% of the Present Value of Proved Reserves attributable to the Collateral Agent Oil and Gas Properties of the Company and its Restricted Subsidiaries and (ii) evidence acceptable to Administrative Agent of payment by Borrower of all title insurance premiums, search and examination charges, mortgage recording taxes and related charges required for the recording 90% of the Mortgage Amendments book value of Oil and issuance Gas Properties of the endorsements Company and its Restricted Subsidiaries other than Proved Reserves. Compliance shall only be measured at the time of delivery of each such Reserve Report and each June 1st and December 31st and shall be evaluated (x) with respect to Proved Reserves, based on the Reserve Report most recently delivered under the Credit Agreement or as otherwise required by Section 4.06, and (y) with respect to Oil and Gas Properties other than Proved Reserves, based on the financial statements most recently delivered under the Credit Agreement or as otherwise required by Section 4.06, in each case after giving effect to acquisitions, dispositions, extensions, discoveries and upward and downward revisions of estimates of Proved Reserves due to exploration, development or exploitation, production or other activities or changes in geological conditions or other factors, as applicable, which, in each case, would, in accordance with standard industry practice, cause such revisions since the date of such Reserve Report or financial statements, as applicable; provided that the Company and the Guarantors shall be deemed to be in compliance with this coverage requirement as long as the Company has executed and delivered, or shall have caused the applicable Guarantor to execute and deliver, to the Collateral Agent, as mortgagee or beneficiary, as applicable, such Mortgages and supplements or amendments related thereto, together with evidence (which may include confirmation from the title insurance policies; and company insuring the lien) of the completion (Cor arrangements for the completion) of all recordings and filings of such Mortgages or other supplements or amendments in the proper recorders’ offices or appropriate public records (and payment of any taxes or fees in connection therewith) within 45 days after such testing date. The Company will deliver to the extent reasonably requested by the Administrative AgentTrustee semi-annually on or before March 1 and September 1 in each calendar year, with respect to each Mortgage Amendmentbeginning September 1, opinions of local counsel to the Loan Parties2020, which opinions (x) shall be addressed to each Agentan Officers’ Certificate certifying that, each as of the Lenders and each Issuing Bank and be dated the Amendment Effective Datedate of such certificate, (y) shall cover the enforceability of the respective Mortgage as amended by the Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Agents may reasonably request and (z) shall be in form and substance reasonably satisfactory to the Administrative Agentrequirement has been satisfied. (iiie) The Administrative Agent shall have received a completed Perfection Certificate dated Company will, or will cause the Amendment Effective Date applicable Guarantor to, execute and signed by a Responsible Officer of Holdingsdeliver to the Collateral Agent, the Borrower as mortgagee or beneficiary, as applicable, such Mortgages or other Security Documents, and each Domestic Subsidiary Loan Partyany supplements or amendments related thereto, together with all attachments contemplated thereby and evidence (which may include confirmation from the following: (Atitle insurance company insuring the lien) the results of a search of the UCC completion (or equivalentarrangements for the completion) of all recordings and filings made with respect to the Loan Parties of such Mortgages or other Security Documents in the jurisdictions specified proper recorders’ offices or appropriate public records (and payment of any taxes or fees in the Perfection Certificates and copies of the financing statements (or similar documentsconnection therewith) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released or discharged pursuant to documentation reasonably satisfactory to the Administrative Agent; and (B) any necessary termination statements (or similar documents), including UCC termination statements, in form and substance reasonably satisfactory to the Administrative Agent and duly executed or authorized by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective financing statements create a valid, perfected second-priority Lien (or equivalent filingssubject to the Intercreditor Agreement and to Permitted Prior Liens), including on or against the Collateral within 30 days after the Issue Date. In addition, the Security Documents will not require that security interests be perfected if such security interests cannot be perfected by the filing of UCC financing statements, disclosed the recording of mortgages or deeds of trust or the execution of control agreements with respect to certain deposit accounts, securities accounts and commodities accounts; provided, however, that, provided the Company shall have used its commercially reasonable efforts for a period of at least 90 days to enter into control agreements in such search (other than any such financing statements favor of the Collateral Agent in respect to deposit accounts, securities accounts and commodities accounts, the Company and the Guarantors shall be relieved of Permitted Encumbrances any further obligation to deliver control agreements so long as the Priority Lien Representative or agents or bailees of the Priority Lien Representative maintains a perfected second-priority lien (subject to Intercreditor Agreement) for the benefit of the holders of Notes and Liens permitted by Section 6.02)any future other Parity Lien Obligations through control of such deposit accounts, securities accounts and commodities accounts pursuant to a control agreement. (iv) The Collateral Agent shall have received an amendment to each Intercompany Lease Agreement duly executed by the applicable Loan Parties, in form and substance reasonably acceptable to the Administrative Agent.