Common use of Post-Closing Conditions Clause in Contracts

Post-Closing Conditions. (i) Within 90 days following the Closing Date (or such longer period of time as Agent may consent to in writing in its sole discretion), Agent shall receive the following: (a) Mortgages on the Closing Date Gathering Station Real Property and any other Material Gathering Station Real Property, in each case, to the extent constituting, as of the Closing Date, Material Gathering Station Real Property (but, for the avoidance of doubt, excluding any Excluded Assets), duly executed and acknowledged by the Borrower or the applicable Subsidiary Guarantor, and in the proper form for recording in the applicable recording office, together with such certificates, affidavits or questionnaires as shall be required under applicable law in connection with the recording or filing thereof, in each case in form and substance reasonably satisfactory to the Agent; provided, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Gathering Station Real Property of Borrower and the applicable Subsidiary Guarantors as of the Closing Date; (b) Mortgages on the Closing Date Pipeline Systems Real Property (and, if necessary, any other Pipeline Systems Real Property) that, when taken together with the Material Gathering Station Real Property mortgaged pursuant to Section 10.1.13(a), constitute not less than a substantial majority (as mutually agreed by the Borrower and the Agent each acting reasonably and in good faith) of the value (including the net book value of improvements owned by Borrower or any Subsidiary Guarantor and located thereon or thereunder) of the Gathering System Real Property as of the Closing Date (but, for the avoidance of doubt, excluding any Excluded Assets), duly executed and acknowledged by the Borrower or the applicable Subsidiary Guarantor, and in the proper form for recording in the applicable recording office, together with such certificates, affidavits or questionnaires as shall be required under applicable law in connection with the recording or filing thereof, in each case in form and substance reasonably satisfactory to the Agent; provided, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Pipeline Systems Real Property of Borrower and the applicable Subsidiary Guarantors as of the Closing Date (other than, for the avoidance of doubt, to the extent that such Pipeline Systems Real Property (i) is associated with the DFW system located in the ▇▇▇▇▇▇▇ Shale or (ii) would be similarly administratively burdensome to mortgage, as determined by Borrower in good faith, unless otherwise instructed by Agent (in its reasonable discretion) in the case of clause (ii)); (c) Deposit Account Control Agreements on all Deposit Accounts (other than Excluded Accounts) of Borrower and Subsidiary Guarantors, including their Dominion Accounts; (d) an updated version of Schedule 9.1.5(b), which shall be updated to also include all Material Gathering Station Real Property and any other Gathering Station Real Property (i) that is required to be mortgaged pursuant to Section 10.1.13(a), (ii) that has a net book value exceeding $2,500,000 or (iii) on which Equipment included in the Borrowing Base is located, which shall include the net book value (including the net book value of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) of such property; (e) an updated version of Schedule 9.1.5(c), which shall be updated to also include any other Pipeline Systems Real Property (i) that is required to be mortgaged pursuant to Section 10.1.13(b), (ii) that has a net book value exceeding $5,000,000 or (iii) on which Equipment included in the Borrowing Base is located, which shall include the net book value (including the net book value of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) of such property; (f) opinions of counsel and/or local counsel or such other special counsel to the Borrower and the Subsidiary Guarantors, as applicable, which opinions (i) shall be addressed to the Agent and each of the Lenders, (ii) shall cover the due authorization, execution, delivery and enforceability of each such Mortgage and Deposit Account Control Agreement and (iii) shall otherwise be in form and substance reasonably satisfactory to the Agent; and (g) such other certificates, documents and information related to the deliverables in the foregoing clauses (a), (b) and (c) as are reasonably requested by the Lenders; and

Post-Closing Conditions. (ia) Within 90 days following With respect to any Deposit Account of the Borrower held at Royal Bank (Canada), by June 16, 2017 (or such later date as Administrative Agent agrees to in its sole discretion), Administrative Agent shall have received Control Agreements for any such Deposit Account that is not an Excluded Account. (b) Other than as provided in subsection (a) above and other than the Control Agreement described in Section 4(i) with ▇▇▇▇▇ Fargo Bank, National Association provided on the Closing Date, within two weeks after the Closing Date (or such longer period of time later date as Administrative Agent may consent agrees to in writing in its sole discretion), Administrative Agent shall receive have received Control Agreements for any Deposit Account that is not an Excluded Account. (c) With respect to each Mortgaged Property which has not been sold or disposed of within 120 days after the Closing Date (or such later date as Administrative Agent agrees to in its sole discretion), Administrative Agent shall have received each of the following: (ai) Mortgages on the Closing Date Gathering Station Real Property and any other Material Gathering Station Real Property, in a survey of each case, to the extent constituting, as of the Closing Date, Material Gathering Station Real Property Design Center and the Warehouse (but, for the avoidance of doubt, excluding any Excluded Assets), duly executed and acknowledged all improvements thereon) (1) prepared by the Borrower a surveyor or the applicable Subsidiary Guarantor, and engineer licensed to perform surveys in the proper form for recording in the applicable recording office, together with state where such certificates, affidavits or questionnaires as shall be required under applicable law in connection with the recording or filing thereof, in each case in form and substance reasonably satisfactory to the Agent; provided, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Gathering Station Real Mortgaged Property of Borrower and the applicable Subsidiary Guarantors as of the Closing Date; (b) Mortgages on the Closing Date Pipeline Systems Real Property (and, if necessary, any other Pipeline Systems Real Property) that, when taken together with the Material Gathering Station Real Property mortgaged pursuant to Section 10.1.13(a), constitute not less than a substantial majority (as mutually agreed by the Borrower and the Agent each acting reasonably and in good faith) of the value (including the net book value of improvements owned by Borrower or any Subsidiary Guarantor and located thereon or thereunder) of the Gathering System Real Property as of the Closing Date (but, for the avoidance of doubt, excluding any Excluded Assets), duly executed and acknowledged by the Borrower or the applicable Subsidiary Guarantor, and in the proper form for recording in the applicable recording office, together with such certificates, affidavits or questionnaires as shall be required under applicable law in connection with the recording or filing thereof, in each case in form and substance reasonably satisfactory to the Agent; provided, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Pipeline Systems Real Property of Borrower and the applicable Subsidiary Guarantors as of the Closing Date (other than, for the avoidance of doubt, to the extent that such Pipeline Systems Real Property (i) is associated with the DFW system located in the ▇▇▇▇▇▇▇ Shale or (ii) would be similarly administratively burdensome to mortgage, as determined by Borrower in good faith, unless otherwise instructed by Agent (in its reasonable discretion) in the case of clause (ii)); (c) Deposit Account Control Agreements on all Deposit Accounts (other than Excluded Accounts) of Borrower and Subsidiary Guarantors, including their Dominion Accounts; (d) an updated version of Schedule 9.1.5(b), which shall be updated to also include all Material Gathering Station Real Property and any other Gathering Station Real Property (i) that is required to be mortgaged pursuant to Section 10.1.13(a), (ii) that has a net book value exceeding $2,500,000 or (iii) on which Equipment included in the Borrowing Base is located, which shall include (2) dated not earlier than six months prior to the net book value date of delivery thereof, (including 3) certified by the net book value surveyor (in a manner reasonably acceptable to Administrative Agent) to Administrative Agent in its capacity as such and the title company, and (4) complying in all respects with the minimum detail requirements of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) the American Land Title Association as such requirements are in effect on the date of preparation of such property; (e) an updated version of Schedule 9.1.5(c), which shall be updated survey and in a form sufficient to also include any other Pipeline Systems Real Property (i) that is required remove a survey exception from a title policy commitment and sufficient to be mortgaged pursuant to Section 10.1.13(b), (ii) that has obtain a net book value exceeding $5,000,000 or (iii) survey endorsement on which Equipment included in the Borrowing Base is located, which shall include the net book value (including the net book value of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) of a title policy for such property; (f) opinions of counsel and/or local counsel or such other special counsel to the Borrower and the Subsidiary Guarantors, as applicable, which opinions (i) shall be addressed to the Agent and each of the Lenders, (ii) shall cover the due authorization, execution, delivery and enforceability of each such Mortgage and Deposit Account Control Agreement and (iii) shall otherwise be in form and substance reasonably satisfactory to the AgentMortgaged Properties; and (gii) a current Phase I environmental assessment of the Design Center and the Warehouse performed by an environmental engineer or consulting firm reasonably acceptable to Administrative Agent, such other certificatesapproval not to be unreasonably withheld, documents conditioned or delayed, showing that no material environmental problem exists with respect to such Mortgaged Property and information related to the deliverables in the foregoing clauses (a)containing no recommendations for any environmental remediation or for any further environmental investigations or studies, (b) and (c) as are reasonably requested or, if so indicated, a Phase II environmental assessment performed by the Lenders; andsuch environmental engineer or consulting firm.

Post-Closing Conditions. (ia) Within 90 days following the applicable time periods set forth in Section 6.2, Borrower shall have delivered to Lender the certificates of insurance and endorsements described in such Section 6.2. (b) Within ten (10) Business Days after the Closing Date (or such longer period of time later date as Agent may consent to in writing determined by Lender in its sole discretion), Agent Borrower shall receive have delivered to Lender, with respect to the following:Existing Credit Agreement, documentation evidencing (i) notice of termination of any direction letters delivered under the Existing Credit Agreement, in each case executed by NY Green Bank, (ii) Intellectual Property security releases relating to the termination of the Existing Credit Agreement, (iii) releases with respect to any account control agreements entered into pursuant to the Existing Credit Agreement, (iv) releases with respect to any landlord or bailee agreements entered into pursuant to the Existing Credit Agreement, (v) the proper filing of each UCC termination statement applicable to each UCC financing statement filed by NY Green Bank against any Borrower as Debtor and encumbering any portion of the Collateral, and (vi) any additional discharges of security interests, pledges, guarantees, documents, instruments or other releases as Lender may reasonably request to further evidence the termination of all security interests or pledges made in favor of NY Green Bank. (ac) Mortgages on Within sixty (60) days after the Closing Date Gathering Station Real (or such later date as determined by Lender in its sole discretion), Borrower shall have delivered to Lender collateral access agreements (each, a “Collateral Access Agreement”), for each location of Borrower listed on Schedule 4.4(c) hereto, each of which shall have been executed by the fee owner of real estate leased by a Borrower (such real estate, “Leased Property”), each landlord of such Leased Property (if different from the fee owner of such Leased Property), and any other Material Gathering Station Real all mortgagees of such Leased Property. (d) Within thirty (30) days after the Closing Date (or such later date as determined by Lender in its sole discretion), Borrower shall have delivered to Lender all Account Control Agreements required hereunder. (e) Within fifteen (15) Business Days after the Closing Date (or such later date as determined by Lender in its sole discretion), Borrower shall have delivered to Lender stock certificates representing 100% of the issued and outstanding equity of each of Emerging and Emergent, duly endorsed and with accompanying transfer powers. (f) Within thirty (30) days after the Closing Date, Borrower shall have closed each of (i) that certain deposit account ending in [REDACTED] maintained with Wilmington Trust and (ii) that certain deposit account ending in [REDACTED] maintained with M&T Bank, and, in each case, shall have transferred all funds therein to a Deposit Account with respect to which Lender has an Account Control Agreement. (g) By not later than June 30, 2019, Plug Power and Lender will mutually select a mutually acceptable valuation firm to calculate the extent constitutingLiquidation Value. By no later than September 30, as 2019, Lender shall have received a report from such valuation firm detailing the calculation of the Closing Date, Material Gathering Station Real Property (but, for the avoidance of doubt, excluding any Excluded Assets), duly executed and acknowledged by the Borrower or the applicable Subsidiary Guarantor, and percentages specified in the proper form for recording in the applicable recording office, together with such certificates, affidavits or questionnaires as shall be required under applicable law in connection with the recording or filing thereof, in each case in form and substance reasonably satisfactory to the Agent; provided, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Gathering Station Real Property of Borrower and the applicable Subsidiary Guarantors as of the Closing Date; clause (b) Mortgages on the Closing Date Pipeline Systems Real Property (and, if necessary, any other Pipeline Systems Real Property) that, when taken together with the Material Gathering Station Real Property mortgaged pursuant to Section 10.1.13(a), constitute not less than a substantial majority (as mutually agreed by the Borrower and the Agent each acting reasonably and in good faith) of the value (including the net book value definition of improvements owned by Borrower or any Subsidiary Guarantor and located thereon or thereunder) of the Gathering System Real Property as of the Closing Date (but, for the avoidance of doubt, excluding any Excluded Assets), duly executed and acknowledged by the Borrower or the applicable Subsidiary Guarantor, and in the proper form for recording in the applicable recording office, together with such certificates, affidavits or questionnaires as shall be required under applicable law in connection with the recording or filing thereof, in each case in form and substance reasonably satisfactory to the Agent; provided, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Pipeline Systems Real Property of Borrower and the applicable Subsidiary Guarantors as of the Closing Date (other than, for the avoidance of doubt, to the extent that such Pipeline Systems Real Property (i) is associated with the DFW system located in the ▇▇▇▇▇▇▇ Shale or (ii) would be similarly administratively burdensome to mortgage, as determined by Borrower in good faith, unless otherwise instructed by Agent (in its reasonable discretion) in the case of clause (ii)); (c) Deposit Account Control Agreements on all Deposit Accounts (other than Excluded Accounts) of Borrower and Subsidiary Guarantors, including their Dominion Accounts; (d) an updated version of Schedule 9.1.5(b)Liquidation Value, which report shall be updated to also include all Material Gathering Station Real Property and any other Gathering Station Real Property (i) that is required to be mortgaged pursuant to Section 10.1.13(a), (ii) that has a net book value exceeding $2,500,000 or (iii) on which Equipment included in the Borrowing Base is located, which shall include the net book value (including the net book value of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) of such property; (e) an updated version of Schedule 9.1.5(c), which shall be updated to also include any other Pipeline Systems Real Property (i) that is required to be mortgaged pursuant to Section 10.1.13(b), (ii) that has a net book value exceeding $5,000,000 or (iii) on which Equipment included in the Borrowing Base is located, which shall include the net book value (including the net book value of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) of such property; (f) opinions of counsel and/or local counsel or such other special counsel to the Borrower and the Subsidiary Guarantors, as applicable, which opinions (i) shall be addressed to the Agent and each of the Lenders, (ii) shall cover the due authorization, execution, delivery and enforceability of each such Mortgage and Deposit Account Control Agreement and (iii) shall otherwise be in form and substance reasonably satisfactory to Lender in all respects and which report shall be prepared and delivered at the Agent; and (g) such other certificates, documents sole cost and information related to the deliverables in the foregoing clauses (a), (b) and (c) as are reasonably requested by the Lenders; andexpense of Borrower.

Post-Closing Conditions. (i) Within 90 days following Development Schedule & Sale Prior to Project Completion Purchaser acknowledges and agrees that ▇▇▇▇▇▇’s willingness to sell the Closing Date (or such longer period of time as Agent may consent Premises specifically to in writing in its sole discretion), Agent shall Purchaser and the conditions contained within this Agreement are based primarily and specifically upon Seller’s desire to receive the following: (a) Mortgages on benefit of Purchaser’s experience and past history in developing high quality residential projects as is contemplated with the Closing Date Gathering Station Real Property Project. Purchaser further acknowledges and any other Material Gathering Station Real Property, agrees that ▇▇▇▇▇▇’s specific intent in each case, executing this Agreement is for Purchaser to complete the extent constituting, as development of the Closing Date, Material Gathering Station Real Property (but, for Project in a manner consistent with the avoidance of doubt, excluding any Excluded Assets), duly executed and acknowledged other projects developed in Connecticut by the Borrower or the applicable Subsidiary GuarantorPurchaser, and in the proper form for recording in the applicable recording office, together with such certificates, affidavits or questionnaires as shall be required under applicable law in connection accordance with the recording requirements of this Agreement. If Purchaser fails to complete the development of the Project, or filing thereof, Purchaser sells or attempts to sell or assign any rights in each case in form and substance reasonably satisfactory to the Agent; provided, that Borrower and Project to another party without the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Gathering Station Real Property of Borrower and the applicable Subsidiary Guarantors as Seller’s advanced written consent in violation of the Closing Date; (b) Mortgages on the Closing Date Pipeline Systems Real Property (andterms of this Agreement, if necessarysuch failure, any other Pipeline Systems Real Property) thatattempt to sell or assign, when taken together with the Material Gathering Station Real Property mortgaged pursuant to Section 10.1.13(a), sale and/or assignment will constitute not less than a material breach of this Agreement potentially resulting in a substantial majority (as mutually agreed by the Borrower and the Agent each acting reasonably and in good faith) diminishment of the value (including the net book value of improvements owned by Borrower or any Subsidiary Guarantor and located thereon or thereunder) of the Gathering System Real Property Premises as of the Closing Date (butwell as damages to Seller’s interests. Accordingly, for the avoidance of doubt, excluding any Excluded Assets), duly executed and acknowledged by the Borrower or the applicable Subsidiary Guarantor, and in the proper form for recording in the applicable recording office, together with such certificates, affidavits or questionnaires as shall be required under applicable law in connection with the recording or filing thereof, in each case in form and substance reasonably satisfactory to the Agent; provided, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Pipeline Systems Real Property of Borrower and the applicable Subsidiary Guarantors as of the Closing Date (other than, for the avoidance of doubt, to the extent that such Pipeline Systems Real Property (i) is associated with the DFW system located in the ▇▇▇▇▇▇▇▇▇ Shale or (ii) would be similarly administratively burdensome agrees to mortgage, as determined by Borrower in good faith, comply with the following terms and conditions: Development Schedule ▇▇▇▇▇▇▇▇▇ agrees that unless otherwise instructed agreed to by Agent Seller in writing, Purchaser will comply with the following Schedule of Development Dates (in its reasonable discretion“Schedule”), including: a) in Holding an informational public outreach meeting with abutting neighbors prior to filing for any land use approval (Seller shall provide access to the case of clause (ii)former school and property for this public outreach meeting); (b) File application(s) for Zone Change approval no later than 90 days after the signing of this agreement by all parties; c) Deposit Account Control Agreements on all Deposit Accounts (other File application(s) for Inland Wetlands & Watercourses approval no later than Excluded Accounts) of Borrower and Subsidiary Guarantors, including their Dominion Accounts120 days after final Zone Change approval; (d) an updated version File application(s) for Special Permit and Site Plan approval no later than 60 days after final Inland Wetlands & Watercourses approval; e) File application(s) to the Office of Schedule 9.1.5(b)State Traffic Administration for approval by no later than 90 days after local land use approvals, which shall be updated to also include all Material Gathering Station Real Property and any other Gathering Station Real Property (i) that is required to be mortgaged pursuant to Section 10.1.13(a), (ii) that has a net book value exceeding $2,500,000 or (iii) on which Equipment included in the Borrowing Base is located, which shall include the net book value (including the net book value of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) of such property;happens later. (e) an updated version of Schedule 9.1.5(c), which shall be updated to also include any other Pipeline Systems Real Property (i) that is required to be mortgaged pursuant to Section 10.1.13(b), (ii) that has a net book value exceeding $5,000,000 or (iii) on which Equipment included in the Borrowing Base is located, which shall include the net book value (including the net book value of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) of such property; (f) opinions of counsel and/or local counsel or such other special counsel to the Borrower and the Subsidiary Guarantors, as applicable, which opinions (i) shall be addressed to the Agent and each Apply for a Building Permit for Phase I of the Lenders, (ii) shall cover Project by the due authorization, execution, delivery and enforceability of each such Mortgage and Deposit Account Control Agreement and (iii) shall otherwise be in form and substance reasonably satisfactory to the Agent; and (Building Permit Application Deadline g) such other certificates, documents and information related to Commence construction on Phase I of the deliverables in Project within 3 months of the foregoing clauses (a), (b) and (c) as are reasonably requested by the Lenders; andissuance of a Building Permit.

Post-Closing Conditions. (i) Within 90 days following the Closing Date (or such longer period of time as Agent may consent to in writing in its sole discretion), Agent shall receive the following: : (a) Mortgages on the Closing Date Gathering Station Real Property and any other Material Gathering Station Real Property, in each case, to the extent constituting, as of the Closing Date, Material Gathering Station Real Property (but, for the avoidance of doubt, excluding any Excluded Assets), duly executed and acknowledged by the Borrower or the applicable Subsidiary Guarantor, and in the proper form for recording in the applicable recording office, together with such certificates, affidavits or questionnaires as shall be required under applicable law in connection with the recording or filing thereof, in each case in form and substance reasonably satisfactory to the Agent; provided, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Gathering Station Real Property of Borrower and the applicable Subsidiary Guarantors as of the Closing Date; ; (b) Mortgages on the Closing Date Pipeline Systems Real Property (and, if necessary, any other Pipeline Systems Real Property) that, when taken together with the Material Gathering Station Real Property mortgaged pursuant to Section 10.1.13(a), constitute not less than a substantial majority (as mutually agreed by the Borrower and the Agent each acting reasonably and in good faith) of the value (including the net book value of improvements owned by Borrower or any Subsidiary Guarantor and located thereon or thereunder) of the Gathering System Real Property as of the Closing Date (but, for the avoidance of doubt, excluding any Excluded Assets), duly executed and acknowledged by the Borrower or the applicable Subsidiary Guarantor, and in the proper form for recording in the applicable recording office, together with such certificates, affidavits or questionnaires as shall be required under applicable law in connection with the recording or filing thereof, in each case in form and substance reasonably satisfactory to the Agent; provided, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Pipeline Systems Real Property of Borrower and the applicable Subsidiary Guarantors as of the Closing Date (other than, for the avoidance of doubt, to the extent that such Pipeline Systems Real Property (i) is associated with the DFW system located in the ▇▇▇▇▇▇▇ Shale or (ii) would be similarly administratively burdensome to mortgage, as determined by Borrower in good faith, unless otherwise instructed by Agent (in its reasonable discretion) in the case of clause (ii)); ; (c) Deposit Account Control Agreements on all Deposit Accounts (other than Excluded Accounts) of Borrower and Subsidiary Guarantors, including their Dominion Accounts; (d) an updated version of Schedule 9.1.5(b), which shall be updated to also include all Material Gathering Station Real Property and any other Gathering Station Real Property (i) that is required to be mortgaged pursuant to Section 10.1.13(a), (ii) that has a net book value exceeding $2,500,000 or (iii) on which Equipment included in the Borrowing Base is located, which shall include the net book value (including the net book value of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) of such property; (e) an updated version of Schedule 9.1.5(c), which shall be updated to also include any other Pipeline Systems Real Property (i) that is required to be mortgaged pursuant to Section 10.1.13(b), (ii) that has a net book value exceeding $5,000,000 or (iii) on which Equipment included in the Borrowing Base is located, which shall include the net book value (including the net book value of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) of such property; (f) opinions of counsel and/or local counsel or such other special counsel to the Borrower and the Subsidiary Guarantors, as applicable, which opinions (i) shall be addressed to the Agent and each of the Lenders, (ii) shall cover the due authorization, execution, delivery and enforceability of each such Mortgage and Deposit Account Control Agreement and (iii) shall otherwise be in form and substance reasonably satisfactory to the Agent; and (g) such other certificates, documents and information related to the deliverables in the foregoing clauses (a), (b) and (c) as are reasonably requested by the Lenders; and

Post-Closing Conditions. (i) Within 90 days following the Closing Date (or such longer period of time as Agent may consent to in writing in its sole discretion), Agent shall receive the following: (a) Mortgages on the Closing Date Gathering Station Real Property and any other Material Gathering Station Real PropertyUse their commercially reasonable efforts to deliver to Agent, in each case, to the extent constituting, as of within 5 Business Days after the Closing Date, Material Gathering Station Real Property evidence of either (buti) the termination, as of record, of UCC financing statement number 22979957 filed November 16, 2002 with the Delaware Secretary of State by Congress Financial Corporation (now known as Wachovia Capital Finance Corporation) as secured party against Hometown Threads LLC as debtor (the “Congress UCC”) or (ii) the amendment, as of record, of the Congress UCC such that the debtor listed therein is not Hometown Threads LLC. (b) Within 10 Business Days after the Closing Date, deliver to Agent consolidated and consolidating financial statements of Parent Guarantor and its Subsidiaries for their fiscal year ended January 30, 2005, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (i) “going concern” or like qualification or exception, (ii) qualification or exception as to the avoidance scope of doubtsuch audit, excluding or (iii) qualification which relates to the treatment or classification of any Excluded Assetsitem and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.16), duly executed and acknowledged by the Borrower or the applicable Subsidiary Guarantorsuch accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management). (c) Within 10 Business Days after the Closing Date, deliver to Agent the Life Insurance Assignments, each in the proper form for recording and substance satisfactory to Agent in the applicable recording officeits Permitted Discretion, together with such certificatesdocumentation in respect thereof as Agent may request to effectuate the transactions contemplated thereby, affidavits or questionnaires as shall be required under applicable law in connection including, without limitation, evidence of the filing thereof with the recording or filing thereofissuers of all life insurance policies referred to therein and copies of all life insurance policies referred to therein (or, in each case if necessary for Agent to collect any proceeds of such policies, the original life insurance policies referred to therein). (d) Within 10 Business Days after the Closing Date, deliver to Agent a Collateral Access Agreement, in form and substance reasonably satisfactory to the Agent; providedAgent in its Permitted Discretion, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Gathering Station Real Property of Borrower and the applicable Subsidiary Guarantors as of the Closing Date; (b) Mortgages on the Closing Date Pipeline Systems Real Property (and, if necessary, any other Pipeline Systems Real Property) that, when taken together with the Material Gathering Station Real Property mortgaged pursuant to Section 10.1.13(a), constitute not less than a substantial majority (as mutually agreed by the Borrower and the Agent each acting reasonably and in good faith) of the value (including the net book value of improvements owned by Borrower or any Subsidiary Guarantor and located thereon or thereunder) of the Gathering System Real Property as of the Closing Date (but, for the avoidance of doubt, excluding any Excluded Assets), duly executed and acknowledged by the Borrower or the applicable Subsidiary Guarantor, and in the proper form for recording in the applicable recording office, together with such certificates, affidavits or questionnaires as shall be required under applicable law in connection with the recording or filing thereof, in each case in form and substance reasonably satisfactory respect to the Agent; providedCredit Parties’ location at Lakemont West, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Pipeline Systems Real Property of Borrower and the applicable Subsidiary Guarantors as of the Closing Date (other thanBuilding IV, for the avoidance of doubt, to the extent that such Pipeline Systems Real Property (i) is associated with the DFW system located in the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Shale ▇▇▇▇., ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. (e) Within 10 Business Days after the Closing Date, deliver to Agent all certificates representing the shares of Stock pledged under the Security Agreement along with Stock powers with respect thereto endorsed in blank. (f) Within 20 days after the Closing Date, deliver to Agent a Control Agreement, each in form and substance satisfactory to Agent in its Permitted Discretion, with respect to the Credit Parties’ Deposit Accounts and Securities Accounts (if any) maintained with Bank of America, N.A., Scotiabank and Banco Popular. (g) Within 20 days after the Closing Date, deliver to Agent a Credit Card Agreement, each in form and substance satisfactory to Agent in its Permitted Discretion, with respect to the Credit Parties’ credit card processing arrangements with each of NOVA Information Systems, Inc. and Paymentech. (h) Except as otherwise required pursuant to Schedule 3.1 within 30 days after the Closing Date, deliver certified copies of all insurance policies required to be maintained by the Credit Parties pursuant to Section 5.8 to Agent with an endorsement naming Agent as a loss payee (under a lender’s loss payable endorsement satisfactory to Agent in its Permitted Discretion) or (ii) would be similarly administratively burdensome to mortgageadditional insured, as determined by Borrower in good faith, unless otherwise instructed by Agent (in its reasonable discretion) in the case of clause (ii));appropriate. (c) Deposit Account Control Agreements on all Deposit Accounts (other than Excluded Accounts) of Borrower and Subsidiary Guarantors, including their Dominion Accounts; (d) an updated version of Schedule 9.1.5(b), which shall be updated to also include all Material Gathering Station Real Property and any other Gathering Station Real Property (i) that is required Within thirty (30) days after the Closing Date, deliver to be mortgaged pursuant Agent, in form satisfactory to Section 10.1.13(a)Agent in its Permitted Discretion, the unaudited financial statements, including consolidated balance sheet, income statement, and statement of cash flow, covering Parent Guarantor’s and its Subsidiaries’ operations during each of their fiscal months ended in June 5, 2005 and July 3, 2005. (j) Within 60 days after the Closing Date, deliver to Agent (i) appraisals of the Real Property Collateral satisfactory to Agent in its Permitted Discretion, (ii) that has a net book value exceeding $2,500,000 mortgagee title insurance policies (or (iiimarked commitments to issue the same) on which Equipment included in for the Borrowing Base is located, which shall include the net book value (including the net book value of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) of such property; (e) an updated version of Schedule 9.1.5(c), which shall be updated to also include any other Pipeline Systems Real Property Collateral issued by a title insurance company satisfactory to Agent in its Permitted Discretion (ieach a “Mortgage Policy” and, collectively, the “Mortgage Policies”) in amounts satisfactory to Agent in its Permitted Discretion assuring Agent that is required to be mortgaged pursuant to Section 10.1.13(b)the Mortgages on such Real Property Collateral are valid and enforceable first priority mortgage Liens on such Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, (ii) that has a net book value exceeding $5,000,000 or (iii) on which Equipment included in the Borrowing Base is located, which shall include the net book value (including the net book value of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) of such property; (f) opinions of counsel and/or local counsel or such other special counsel to the Borrower and the Subsidiary Guarantors, as applicable, which opinions (i) Mortgage Policies otherwise shall be addressed to the Agent and each of the Lenders, (ii) shall cover the due authorization, execution, delivery and enforceability of each such Mortgage and Deposit Account Control Agreement and (iii) shall otherwise be in form and substance reasonably satisfactory to the Agent; and (g) such other certificates, documents and information related to the deliverables Agent in the foregoing clauses (a)its Permitted Discretion, (biii) a phase-I environmental report and (c) as are reasonably requested by a real estate survey with respect to each parcel composing the Lenders; andReal Property Collateral, with the environmental consultants and surveyors retained for such reports or surveys, the scope of the reports or surveys, and the results thereof being acceptable to Agent in its Permitted Discretion.

Post-Closing Conditions. (i) Within 90 days following the Closing Date (or such longer period of time as Agent may consent to in writing in its sole discretion), Agent shall receive the following: (a) Mortgages on the Closing Date Gathering Station Real Property and any other Material Gathering Station Real Property, in each case, to the extent constituting, as of the Closing Date, Material Gathering Station Real Property (but, for the avoidance of doubt, excluding any Excluded Assets), duly executed and acknowledged by the Borrower or the applicable Subsidiary Guarantor, and in the proper form for recording in the applicable recording office, together with such certificates, affidavits or questionnaires as shall be required under applicable law in connection with the recording or filing thereof, in each case in form and substance reasonably satisfactory to the Agent; provided, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Gathering Station Real Property deliver to Bank, on or prior to the date that is thirty (30) days after the Effective Date, in form and substance acceptable to Bank in its sole discretion, a landlord’s consent in favor of Bank for each leased location of Borrower and by the applicable Subsidiary Guarantors as of respective landlord thereof, together with the Closing Dateduly executed original signatures thereto; (b) Mortgages on the Closing Date Pipeline Systems Real Property (and, if necessary, any other Pipeline Systems Real Property) that, when taken together with the Material Gathering Station Real Property mortgaged pursuant to Section 10.1.13(a), constitute not less than a substantial majority (as mutually agreed by the Borrower and the Agent each acting reasonably and in good faith) of the value (including the net book value of improvements owned by Borrower or any Subsidiary Guarantor and located thereon or thereunder) of the Gathering System Real Property as of the Closing Date (but, for the avoidance of doubt, excluding any Excluded Assets), duly executed and acknowledged by the Borrower or the applicable Subsidiary Guarantor, and in the proper form for recording in the applicable recording office, together with such certificates, affidavits or questionnaires as shall be required under applicable law in connection with the recording or filing thereof, in each case in form and substance reasonably satisfactory to the Agent; provided, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Pipeline Systems Real Property of Borrower and the applicable Subsidiary Guarantors as of the Closing Date (other thandeliver to Bank, for the avoidance of doubt, on or prior to the extent date that such Pipeline Systems Real Property is thirty (i30) is associated days after the Effective Date, in form and substance acceptable to Bank in its sole discretion, a bailee’s consent in favor of Bank for each location at which Borrower has delivered Collateral by the respective bailee thereof, together with the DFW system located in the ▇▇▇▇▇▇▇ Shale or (ii) would be similarly administratively burdensome to mortgage, as determined by Borrower in good faith, unless otherwise instructed by Agent (in its reasonable discretion) in the case of clause (ii))duly executed original signatures thereto; (c) Deposit Account Control Agreements Borrower shall deliver to Bank, on all Deposit Accounts or prior to the date that is thirty (other than Excluded Accounts30) days after the Effective Date, in form and substance acceptable to Bank in its sole discretion, endorsements to Borrower’s liability insurance policies reflecting (i) that Bank has been listed as an additional insured, and (ii) that Bank will be given at least twenty (20) days’ prior written notice by the insurance company of Borrower and Subsidiary Guarantorsany cancellation, including their Dominion Accountsnon-renewal or amendment of the policy (provided that such notice period for cancellation or non-renewal due to non-payment of premium shall be ten (10) days); (d) an updated version of Schedule 9.1.5(b)Borrower shall deliver to Bank, which shall be updated on or prior to also include all Material Gathering Station Real Property the date that is thirty (30) days after the Effective Date, in form and any other Gathering Station Real Property substance acceptable to Bank in its sole discretion, endorsements to Borrower’s casualty insurance policies reflecting (i) that is required to be mortgaged pursuant to Section 10.1.13(a)Bank has been listed as lender’s loss payee, (ii) that has a net book value exceeding $2,500,000 Bank will be given at least twenty (20) days’ prior written notice by the insurance company of any cancellation, non-renewal or amendment of the policy (provided that such notice period for cancellation or non-renewal due to non-payment of premium shall be ten (10) days), and (iii) on which Equipment included in the Borrowing Base that subrogation is located, which shall include the net book value (including the net book value of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) of such propertywaived against Bank; (e) an updated version of Schedule 9.1.5(c)Borrower shall deliver to Bank, which shall be updated on or prior to also include any other Pipeline Systems Real Property (i) the date that is required thirty (30) days after the Effective Date, in form and substance acceptable to be mortgaged pursuant to Section 10.1.13(b)Bank in its sole discretion, (ii) evidence of the termination of that has a net book value exceeding $5,000,000 or (iii) certain Notice of Federal Tax Lien numbered 0646733, filed with the Secretary of State for Illinois on which Equipment included in the Borrowing Base is locatedJune 15, which shall include the net book value (including the net book value of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) of such property;2012; and (f) opinions of counsel and/or local counsel Borrower shall use commercially reasonable efforts to deliver to Bank, on or such other special counsel prior to the Borrower and date that is thirty (30) days after the Subsidiary GuarantorsEffective Date, as applicable, which opinions (i) shall be addressed to the Agent and each of the Lenders, (ii) shall cover the due authorization, execution, delivery and enforceability of each such Mortgage and Deposit Account Control Agreement and (iii) shall otherwise be in form and substance reasonably satisfactory acceptable to the Agent; and (g) such other certificatesBank in its sole discretion, documents a certificate reflecting that Borrower is qualified to do business and information related to the deliverables in good standing in the foregoing clauses (a), (b) and (c) as are reasonably requested by the Lenders; andState of New Jersey.

Post-Closing Conditions. Within fifteen (15) days after the Closing Date, Lender shall have received from Borrower, in form and substance reasonably satisfactory to Lender a fully executed Account Control Agreements with respect to Borrower’s Deposit Accounts and accounts holding Investment Property, other than Borrower’s account at Silicon Valley Bank, which shall be delivered on the date hereof. Within thirty (30) days after the Closing Date, Borrower shall use best efforts to deliver to Lender, in form and substance reasonably satisfactory to Lender, a fully executed landlord or bailee agreements with respect to the location described on Exhibit B. Within sixty (60) days after the Closing Date, Lender shall have received from Borrower, in form and substance reasonably satisfactory to Lender a fully executed pledge of sixty-five percent (65%) of the stock of Borrower’s Subsidiary organized in the United Kingdom. Further, within one hundred and fifty (150) days after the Closing Date, Lender shall have received from Borrower, in form and substance reasonably satisfactory to Lender a fully executed pledge of sixty-five percent (65%) of the stock of all of Borrower’s other Subsidiaries organized outside of the United States that have not been dissolved during such one hundred and fifty (150) day period.” 4. Upon the effectiveness of this Amendment, Lender hereby waives (i) Within 90 days following any Event of Default caused by the Closing Date Borrower’s failure to comply with Section 7.16(a) of the Agreement for the fiscal quarter ended May 2013 and (ii) any Event of Default arising from any failure by the Borrower to comply with Section 7.16 (c) of the Loan Agreement prior to the date hereof, 5. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement, as amended hereby, shall remain in full force and effect in accordance with its terms. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or such longer period as an amendment of, any right, power, or remedy of time Lender under the Loan Documents, as Agent in effect prior to the date hereof. 6. This Amendment may consent be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 7. As a condition to the effectiveness of this Amendment, Lender shall have received, in writing in its sole discretion)form and substance satisfactory to Lender, Agent shall receive the following: (a) Mortgages on the Closing Date Gathering Station Real Property and any other Material Gathering Station Real Property, in each case, to the extent constituting, as of the Closing Date, Material Gathering Station Real Property (but, for the avoidance of doubt, excluding any Excluded Assets)this Amendment, duly executed and acknowledged by the Borrower or the applicable Subsidiary Guarantor, and in the proper form for recording in the applicable recording office, together with such certificates, affidavits or questionnaires as shall be required under applicable law in connection with the recording or filing thereof, in each case in form and substance reasonably satisfactory to the Agent; provided, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Gathering Station Real Property of Borrower and the applicable Subsidiary Guarantors as of the Closing DateBorrower; (b) Mortgages on the Closing Date Pipeline Systems Real Property payment of (and, if necessary, any other Pipeline Systems Real Propertyi) that, when taken together with the Material Gathering Station Real Property mortgaged pursuant to Section 10.1.13(a), constitute not less than a substantial majority (as mutually agreed by the Borrower and the Agent each acting reasonably and in good faith) facility modification charge of the value (including the net book value of improvements owned by Borrower or any Subsidiary Guarantor and located thereon or thereunder) of the Gathering System Real Property as of the Closing Date (but, for the avoidance of doubt, excluding any Excluded Assets), duly executed and acknowledged by the Borrower or the applicable Subsidiary Guarantor$200,000, and in (ii) an amount equal to the proper form for recording in the applicable recording office, together with such certificates, affidavits or questionnaires as shall be required under applicable law Lender Expenses incurred in connection with the recording or filing thereof, in each case in form and substance reasonably satisfactory to the Agent; provided, that Borrower and the applicable Subsidiary Guarantors shall also use commercially reasonable efforts to mortgage within such post-closing period such other material Pipeline Systems Real Property of Borrower and the applicable Subsidiary Guarantors as of the Closing Date (other than, for the avoidance of doubt, to the extent that such Pipeline Systems Real Property (i) is associated with the DFW system located in the ▇▇▇▇▇▇▇ Shale or (ii) would be similarly administratively burdensome to mortgage, as determined by Borrower in good faith, unless otherwise instructed by Agent (in its reasonable discretion) in the case of clause (ii))this Amendment; (c) Deposit Account Control Agreements on all Deposit Accounts (other than Excluded Accounts) of Borrower and Subsidiary Guarantors, including their Dominion Accounts;Amendment No. I to Warrant to Purchase Capital Stock in the form attached hereto as Exhibit A; and (d) an updated version of Schedule 9.1.5(b), which shall be updated An additional warrant to also include all Material Gathering Station Real Property and any other Gathering Station Real Property (i) that is required to be mortgaged pursuant to Section 10.1.13(a), (ii) that has a net book value exceeding $2,500,000 or (iii) on which Equipment included purchase capital stock in the Borrowing Base is located, which shall include the net book value (including the net book value of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) of such property; (e) an updated version of Schedule 9.1.5(c), which shall be updated to also include any other Pipeline Systems Real Property (i) that is required to be mortgaged pursuant to Section 10.1.13(b), (ii) that has a net book value exceeding $5,000,000 or (iii) on which Equipment included in the Borrowing Base is located, which shall include the net book value (including the net book value of improvements owned by Borrower or by any Subsidiary Guarantor and located thereon or thereunder) of such property; (f) opinions of counsel and/or local counsel or such other special counsel to the Borrower and the Subsidiary Guarantors, form attached hereto as applicable, which opinions (i) shall be addressed to the Agent and each of the Lenders, (ii) shall cover the due authorization, execution, delivery and enforceability of each such Mortgage and Deposit Account Control Agreement and (iii) shall otherwise be in form and substance reasonably satisfactory to the Agent; and (g) such other certificates, documents and information related to the deliverables in the foregoing clauses (a), (b) and (c) as are reasonably requested by the Lenders; andExhibit B.