Common use of Post-Closing Clause in Contracts

Post-Closing. The Borrower hereby agrees that: (a) it shall use commercially reasonable efforts to obtain Collateral Access Agreements at all locations where it holds any Collateral and (b) within sixty (60) days of the Closing Date (or such later date agreed to in writing by the Administrative Agent in its sole discretion), the Borrower shall cause the Collateral Intercreditor Agreement (Lien Priorities) to be entered into on terms and conditions acceptable to the Administrative Agent (including, without limitation, the acknowledgement and agreement of the Borrower, the special purpose entities owned by the Borrower or owed by such special purpose entities on the execution date thereof, and each of the secured creditors thereof, that regardless of the time or order of attachment or perfection of security interests or other interests referred to herein, the time or order of filing of financing statements, or any other priority provided by law or otherwise, the Administrative Agent shall have a first and prior security interest in all now owned or existing or hereafter created, acquired or arising assets of the Loan Parties from time to time granted to it unless the Administrative Agent has provided the relevant purchaser or such purchaser’s secured party a written release of the relevant Collateral being sold or separately financed or such other arrangement as is acceptable to the Administrative Agent in its sole discretion that addresses Lien priorities to its satisfaction). If the post closing condition set forth in clause (b) above is not satisfied, in addition to any Event of Default arising therefrom, the Required Lenders may, at any time with prior written notice to the Borrower, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which shall in no event be sooner then ten (10) Business Days after the date of such notice). On the date the Commitments are so terminated, all outstanding Obligations (including, without limitation, all principal of and accrued interest on the Loans) shall forthwith be due and payable without further demand, presentment, protest, or notice of any kind.

Post-Closing. The Borrower hereby agrees that: (a) it Concurrently with the consummation of the MDA Sale Transactions, the Administrative Agent and the Lenders shall use commercially reasonable efforts to obtain Collateral Access have received a certificate of an Authorized Officer of the Borrower dated as of such date (i) certifying that the MDA Sale Transactions were consummated and (ii) attaching true and correct copies of the Definitive Agreements at all locations where it holds any Collateral and the MDA Security Documents (other than the MDA Security Agreement). (b) within sixty (60) days Concurrently with the consummation of the Closing Date (or such later date agreed to in writing by the Administrative Agent in its sole discretion)MDA Sale Transactions, the Borrower shall cause the Collateral Intercreditor Agreement (Lien Priorities) to be entered into on terms and conditions acceptable deliver to the Administrative Agent and Lenders, a pro forma business plan for the next twelve months that (includingi) has been approved by the Borrower’s Board of Directors, without limitation(ii) is consistent with the Borrower’s focus on the core development of Products (as defined in the LOI), and (iii) is reasonably satisfactory to the acknowledgement and agreement Lenders. (c) Within four (4) Business Days of the Borrower, consummation of the special purpose entities owned by MDA Sale Transactions (i) the SatixFy Share Issuance shall have occurred and (ii) the Borrower or owed by such special purpose entities shall have delivered a written confirmation to Lenders with respect to tax requirements in connections with the SatixFy Share Issuance, in a form substantially similar to what was delivered on the execution date thereofEffective Date, and each of the secured creditors thereof, that regardless of the time or order of attachment or perfection of security interests or other interests referred to herein, the time or order of filing of financing statements, or any other priority provided by law or otherwise, the Administrative Agent Lenders shall have a first and prior security interest in all now owned or existing or hereafter createdprovided notice, acquired or arising assets of the Loan Parties from time to time granted to it unless the Administrative Agent has provided the relevant purchaser or such purchaser’s secured party a written release of the relevant Collateral being sold or separately financed or such other arrangement as is acceptable which may be by email, to the Administrative Agent confirming such issuance. (d) Within one (1) Business Day after the Amendment Effective Date, Borrower shall have paid in its sole discretion that addresses Lien priorities immediately available funds, all reasonable and documented costs and expenses of the Administrative Agent and the Lenders party hereto in an amount not to its satisfaction). If exceed $75,000, and the post closing condition reasonable documented fees and disbursements of counsel to the Administrative Agent and the Lenders party hereto, in connection with the negotiation, preparation, execution and delivery of this Amendment and any other documents to be delivered in connection herewith on the Amendment Effective Date or after such date. (e) By June 7, 2023, the Borrower shall have received the Advance Payment, and delivered a written confirmation to the Lenders (which may be by email) of the receipt of such payment. (f) Notwithstanding anything herein or in any other Loan Document to the contrary, the failure of the Borrower to satisfy any of the obligations in this Section 5 within the time period set forth herein shall automatically result in clause (b) above is not satisfied, in addition to any an Event of Default arising therefrom, the Required Lenders may, at any time with prior written notice to the Borrower, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which shall in no event be sooner then ten (10) Business Days after the date of such notice). On the date the Commitments are so terminated, all outstanding Obligations (including, without limitation, all principal of and accrued interest on the Loans) shall forthwith be due and payable without further demand, presentment, protest, or notice of any kindDefault.

Post-Closing. The Borrower hereby agrees that: (a) it The Borrower shall use commercially reasonable efforts to obtain Collateral Access Agreements at all locations where it holds any Collateral and (b) within sixty (60) days notify the Administrative Agent, promptly upon the occurrence thereof, of the Closing consummation of each of the KPS Cash Distribution, the KPS Spin-Off and the KPS Share Distribution. (i) The Lenders hereby authorize the Agent, in its sole discretion and from time to time, to enter into one or more Additional Encumbrance Letters pursuant to which the Liens and other title defects referred to therein shall, to the extent set forth therein, constitute Permitted Liens for purposes hereof. The Lenders confirm and agree, without limiting the generality of the exculpatory provisions of Article 9, that in the absence of gross negligence or willful misconduct, the Agent shall not be liable to any Lender on account of entering into any Additional Encumbrance Letter and any consequences thereof. (ii) The Borrower shall comply with the provisions of each Additional Encumbrance Letter. (c) Within 90 days after the Effective Date (or such later date longer period as agreed to in writing by the Administrative Agent in its sole discretionAgent), the Borrower shall deliver or cause the Collateral Intercreditor Agreement (Lien Priorities) to be entered into on terms and conditions acceptable delivered to the Administrative Agent (includingi) an amendment to each Fee Mortgage and Material Leasehold Mortgage, without limitation, (ii) a flood determination notice to the acknowledgement and agreement of the Borrower, the special purpose entities owned by the Borrower or owed by such special purpose entities on the execution date thereof, and each of the secured creditors thereof, that regardless of the time or order of attachment or perfection of security interests or other interests referred to herein, the time or order of filing of financing statements, or any other priority provided extent required by law or otherwiseunder bank regulations, and (iii) with respect to each Fee Mortgage, (A) a modification endorsement to each title insurance policy with respect thereto (or new title policy in states where such endorsements are not available) and (B) an appraisal performed by a certified or licensed appraiser conforming to the Administrative Agent shall have a first and prior security interest in all now owned or existing or hereafter created, acquired or arising assets applicable requirements of Title XI of the Loan Parties from time Financial Institutions Reform, Recovery and Enforcement Act of 1989 and the regulations thereunder (with the Borrower to time granted to it unless be responsible for the Administrative Agent has provided the relevant purchaser or costs of each such purchaser’s secured party a written release of the relevant Collateral being sold or separately financed or such other arrangement as is acceptable appraisal) to the Administrative Agent in its sole discretion that addresses Lien priorities to its satisfaction). If the post closing condition set forth in clause (b) above is not satisfiedextent legally required, in addition to any Event of Default arising therefrom, the Required Lenders may, at any time with prior written notice each case in form and substance reasonably satisfactory to the Borrower, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which shall in no event be sooner then ten (10) Business Days after the date of such notice). On the date the Commitments are so terminated, all outstanding Obligations (including, without limitation, all principal of and accrued interest on the Loans) shall forthwith be due and payable without further demand, presentment, protest, or notice of any kindAgent.

Post-Closing. The Borrower hereby agrees that: Credit Parties shall take all necessary actions to satisfy the following items as soon as practicable after the Closing Date and in any event within 30 days thereof (or such longer period as the Administrative Agent (at the direction of the Required Lenders) may agree): (a) it The Credit Parties shall use commercially reasonable efforts to obtain Collateral Access Agreements at all locations where it holds any Collateral and (b) within sixty (60) days of the Closing Date (or such later date agreed to in writing by the Administrative Agent in its sole discretion), the Borrower shall cause the Collateral Intercreditor Agreement (Lien Priorities) to be entered into on terms and conditions acceptable deliver to the Administrative Agent (including, without limitation, the acknowledgement and agreement certificates of the Borrower, the special purpose entities owned by the Borrower or owed by such special purpose entities on the execution date thereof, and each of the secured creditors thereof, that regardless of the time or order of attachment or perfection of security interests or other interests referred to herein, the time or order of filing of financing statements, or any other priority provided by law or otherwise, insurance naming the Administrative Agent as lender’s loss payee with respect to property insurance, and additional insured with respect to liability insurance, and covering the Borrower’s or its Subsidiaries’ Properties with such insurance carriers, for such amounts and covering such risks that are acceptable to the Required Lenders; (b) The Credit Parties shall have a first and prior security interest in all now owned or existing or hereafter created, acquired or arising assets of the Loan Parties from time to time granted to it unless the Administrative Agent has provided the relevant purchaser or such purchaser’s secured party a written release of the relevant Collateral being sold or separately financed or such other arrangement as is acceptable deliver to the Administrative Agent evidence of insurance coverage (and all documentation related thereto) in its sole discretion that addresses Lien priorities form, scope and substance reasonably satisfactory to its satisfaction). If the post closing condition set forth in clause (b) above is not satisfied, in addition to any Event of Default arising therefrom, the Required Lenders mayand otherwise in compliance with the terms of Sections 4.17 and 5.3; and (c) The Credit Parties shall cause (i) all policies of property insurance with respect to the Collateral either to have attached thereto a lender’s loss payable endorsement in favor of the Administrative Agent for its benefit and the ratable benefit of the Secured Parties or to name the Administrative Agent as lender’s loss payee for its benefit and the ratable benefit of the Secured Parties, in either case, in form reasonably satisfactory to the Required Lenders, (ii) all policies of liability insurance with respect to the Credit Parties to name the Administrative Agent for its benefit and the ratable benefit of the Secured Parties as an additional insured and to provide for a waiver of subrogation in favor of the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, and (iii) all such policies to contain a provision that notwithstanding any contrary agreements between the Borrower, its Subsidiaries, and the applicable insurance company, such policies will not be canceled or allowed to lapse without renewal without at any time with least thirty (30) days’ (or ten (10) days’ in the case of non-payment) prior written notice to the Borrower, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which shall in no event be sooner then ten (10) Business Days after the date of such notice). On the date the Commitments are so terminated, all outstanding Obligations (including, without limitation, all principal of and accrued interest on the Loans) shall forthwith be due and payable without further demand, presentment, protest, or notice of any kindAdministrative Agent.

Post-Closing. The Borrower hereby agrees that: (a) it shall use commercially reasonable efforts to obtain Collateral Access Agreements at all locations where it holds any Collateral and (b) within sixty (60) A. Within 30 days of the Closing Date (or such later date agreed to in writing by the Administrative Agent in its sole discretion), the Borrower Company shall, and shall cause the Collateral Intercreditor Agreement each of its Domestic Subsidiaries to, deliver to Administrative Agent certificates (Lien Prioritieswhich certificates shall be accompanied by irrevocable undated stock powers, duly endorsed in blank and otherwise satisfactory in form and substance to Administrative Agent) to be entered into on terms representing all Capital Stock of MFH, Inc. and conditions acceptable Call Co pledged pursuant to the Administrative Agent (including, without limitation, the acknowledgement and agreement Security Agreement. B. Within 90 days of the Borrower, the special purpose entities owned by the Borrower or owed by such special purpose entities on the execution date thereof, and each of the secured creditors thereof, that regardless of the time or order of attachment or perfection of security interests or other interests referred to herein, the time or order of filing of financing statements, or any other priority provided by law or otherwise, the Administrative Agent shall have a first and prior security interest in all now owned or existing or hereafter created, acquired or arising assets of the Loan Parties from time to time granted to it unless the Administrative Agent has provided the relevant purchaser Closing Date or such purchaser’s secured party a written release of the relevant Collateral being sold or separately financed or such other arrangement as is acceptable to later date agreed by the Administrative Agent in its sole discretion discretion, (i) Company shall, and shall cause each of its Domestic Subsidiaries to, execute and deliver to Administrative Agent the Foreign Pledge Agreements with respect to 65% of the Capital Stock owned by Company or a Domestic Subsidiary of all Foreign Subsidiaries with respect to which Administrative Agent deems a Foreign Pledge Agreement necessary or advisable to perfect or otherwise protect the First Priority Liens granted to Administrative Agent on behalf of Lenders in such Capital Stock, and taken all such other actions under the laws of such jurisdictions as Administrative Agent may deem necessary or advisable to perfect or otherwise protect such Liens; provided, however, that addresses Lien priorities no action shall be required to its satisfaction). If be taken by any Loan Party with respect to the post closing condition set forth Capital Stock of any Foreign Subsidiary pursuant to this subsection in clause (b) above is not satisfied, the event that Company and Administrative Agent agree in addition good faith that the pledge of such Capital Stock would result in an unreasonable tax liability to any Event Loan Party or would otherwise be impracticable; and (ii) Company shall, and shall cause each of Default arising therefromits Subsidiaries to, the Required Lenders may, at deliver to Administrative Agent an original executed intercompany note of any time with prior written notice to the Borrower, terminate the remaining Commitments and all other obligations Foreign Subsidiaries with Indebtedness to any Loan Party in favor of the Lenders hereunder on the date stated all Loan Parties, duly endorsed in such notice (which shall in no event be sooner then ten (10) Business Days after the date of such notice). On the date the Commitments are so terminated, all outstanding Obligations (including, without limitation, all principal of and accrued interest on the Loans) shall forthwith be due and payable without further demand, presentment, protest, or notice of any kinda manner satisfactory to Administrative Agent.

Post-Closing. The Borrower hereby agrees that: (a) it shall use commercially reasonable efforts As soon as reasonably practicable, but in no event later than ninety (90) days after the Closing Date, Purchaser may prepare and cause to obtain Collateral Access Agreements at all locations where it holds any Collateral and be delivered to Parent a statement (the “Final Closing Statement”) setting forth Purchaser’s calculations of the Net Current Liabilities as of the Closing. (b) within sixty If Purchaser does not deliver a Final Closing Statement there shall be no further adjustments under this Section 6.10 with respect to Net Current Liabilities (60c) days Upon receipt of the Final Closing Date Statement and calculation of the Net Current Liabilities, Parent and its accountants (subject to reasonable confidentiality restrictions) shall be permitted during the succeeding thirty (30) day period (the “Review Period”) reasonable access during business hours to the personnel of Company and its Affiliates, and any documents, schedules or workpapers used by Purchaser in the preparation of the Final Closing Statement and in calculating Net Current Liabilities. (d) If Parent disagrees with Purchaser’s calculation of Net Current Liabilities, on or prior to the last day of the Review Period, Parent shall notify Purchaser in writing of such later date disagreement which notice shall set forth any such disagreement (the “Objection Notice”). If Parent fails to deliver the Objection Notice within the Review Period, Purchaser’s calculation of the Net Current Liabilities shall be deemed to have been accepted by Parent and shall be final and binding. If Parent delivers the Objection Notice within the Review Period, subject to Section 6.10(e) below, Purchaser and Parent shall negotiate in good faith to resolve any such disagreement, and any resolution agreed to in writing by Purchaser and Parent shall be final and binding upon the Administrative Agent in its sole discretionparties hereto. (e) If Purchaser and Parent are unable to resolve any disagreement as contemplated by Section 6.10(d) within forty five (45) days after delivery of the Objection Notice, then Purchaser and Parent shall engage the dispute resolution group of a nationally recognized independent public accounting firm or financial consulting firm mutually agreed upon by the Purchaser and Parent (the “Independent Auditor”), who shall, acting as experts and not as arbitrators, resolve the Borrower dispute set forth in the Objection Notice. The fees, costs and expenses of the Independent Auditor shall cause be borne by the Collateral Intercreditor parties in proportion to the relative amount each party’s determination has been modified pursuant to such expert’s decision. (f) The parties shall instruct the Independent Auditor to consider only those items and amounts which are identified in the Objection Notice as being items which Purchaser and Parent are unable to resolve. Further, the Independent Auditor’s determination shall be based solely on the relevant work papers and books and records relating to the Company and oral presentations and written information provided by Purchaser and Parent, which are in accordance with the terms and procedures set forth in this Agreement (Lien Priorities) to be entered into on terms and conditions acceptable to the Administrative Agent (includingi.e., without limitation, the acknowledgement and agreement of the Borrower, the special purpose entities owned by the Borrower or owed by such special purpose entities not on the execution date thereofbasis of an independent review), and each of the secured creditors thereof, that regardless of Independent Auditor shall not conduct additional discovery in any form. (g) The parties shall jointly instruct the time or order of attachment or perfection of security interests or other interests referred Independent Auditor to herein, the time or order of filing of financing statements, or any other priority provided by law or otherwise, the Administrative Agent shall have make a first and prior security interest in all now owned or existing or hereafter created, acquired or arising assets of the Loan Parties from time to time granted to it unless the Administrative Agent has provided the relevant purchaser or such purchaser’s secured party a written release of the relevant Collateral being sold or separately financed determination as soon as practicable within thirty (30) days (or such other arrangement time as is acceptable the parties hereto shall agree in writing) after its engagement (i) whether the Estimated Closing Statement, the Final Closing Statement and the respective Net Current Liabilities derived from each of such statements were prepared in accordance with the terms of this Agreement or, alternatively, (ii) only with respect to the Administrative Agent disputed items submitted to the Independent Auditor, whether and to what extent (if any) the Net Current Liabilities require adjustment, in its sole discretion that addresses Lien priorities each case, together with a written explanation in reasonable detail of each such required adjustment, including the basis therefor. The Independent Auditor shall be bound by a mutually agreeable confidentiality agreement. The procedures of this Section 6.10 are exclusive and, except as set forth below, the determination of the Independent Auditor shall be final and binding on the parties. The decision rendered pursuant to its satisfactionthis Section 6.10(g) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 6.10(g). If The other party’s only defense to such a request for specific enforcement or other legal action shall be fraud by or upon the post closing condition Independent Auditor. Absent such fraud, such other party shall reimburse the party seeking enforcement for its expenses related to such enforcement. (h) Upon the determination, in accordance with this Section 6.10, of the final calculation of Net Current Liabilities and notwithstanding any limitation to the contrary set forth in clause ARTICLE 9 below: (bi) above if such finally determined Net Current Liabilities amount is not satisfiedgreater than the Estimated Net Current Liabilities, in addition then Parent shall pay or cause to any Event of Default arising therefrombe paid, to Purchaser, the Required Lenders mayamount by which the final Net Current Liabilities is greater than the Estimated Net Current Liabilities; and (ii) if such finally determined Net Current Liabilities amount is less than the Estimated Net Current Liabilities, at any time with prior written notice then Purchaser shall pay or cause to be paid to Parent the Borrower, terminate amount by which the remaining Commitments and all other obligations of final Net Current Liabilities is less than the Lenders hereunder on the date stated in such notice (which shall in no event be sooner then ten (10) Business Days after the date of such notice). On the date the Commitments are so terminated, all outstanding Obligations (including, without limitation, all principal of and accrued interest on the Loans) shall forthwith be due and payable without further demand, presentment, protest, or notice of any kindEstimated Net Current Liabilities.

Post-Closing. The Borrower hereby agrees that: (a) it No later than 45 days after the Effective Date, the Borrower shall deliver to the Agent fully executed Deposit Account Control Agreements with respect to the accounts listed on Schedule 5.14, each such agreement to be in form and substance satisfactory to the Agent. (i) The Lenders hereby authorize the Agent, in its sole discretion and from time to time, to enter into one or more Additional Encumbrance Letters pursuant to which the Liens and other title defects referred to therein shall, to the extent set forth therein, constitute Permitted Liens for purposes hereof. The Lenders confirm and agree, without limiting the generality of the exculpatory provisions of Article 9, that in the absence of gross negligence or willful misconduct, the Agent shall not be liable to any Lender on account of entering into any Additional Encumbrance Letter and any consequences thereof. (ii) The Borrower shall comply with the provisions of each Additional Encumbrance Letter. (c) As soon as practicable but in no event later than 90 days after the Effective Date, the Borrower shall deliver, or shall cause to be delivered, to the Agent: (i) with respect to each Owned Property, a signed counterpart of a Fee Mortgage (or an amendment to the applicable fee mortgage delivered to the Agent with respect thereto pursuant to the Exit Facility), in either case in proper form for recording in the relevant jurisdiction, together with evidence satisfactory to the Agent that such Fee Mortgage (or amendment) will be recorded promptly thereafter and that any related intangibles, mortgage recording (if any) or similar taxes will be paid in connection with such recording; (ii) with respect to each Initial Master Lease Property and each Other Leased Property, a signed counterpart of a Leasehold Mortgage (or an amendment to the applicable leasehold mortgage delivered to the Agent with respect thereto pursuant to the Exit Facility), in either case together with (except in the case of the Escrowed Properties) evidence satisfactory to the Agent that such Leasehold Mortgage (or amendment) will be recorded promptly thereafter and that any related intangibles, mortgage recording (if any) or similar taxes will be paid in connection with such recording; (iii) with respect to each Owned Property, Initial Master Lease Property and Other Leased Property (other than any Escrowed Property), a lender’s title insurance policy insuring the Mortgage (or amendment) relating to such property (or a “date-down” endorsement to the title insurance policy delivered to the Agent with respect thereto pursuant to the Exit Facility), each such policy (or endorsement) to be in form and substance reasonably satisfactory to the Agent; (iv) with respect to each Owned Property, Initial Master Lease Property and Other Leased Property (other than any Escrowed Property), any legal opinion or other document (including any necessary Ventas or other third party consent obtainable upon using commercially reasonable efforts) as the Agent may reasonably request relating to the existence of the relevant Lien Grantor, the corporate or other authority for and validity of the Collateral Documents applicable thereto, the creation and perfection of the Lien purportedly created thereby and any other matters relevant thereto, all in form and substance satisfactory to the Agent; (v) all UCC financing statements reasonably requested by the Agent to perfect its security interests in the Collateral referred to above and evidence satisfactory to the Agent that such UCC financing statements will be filed promptly thereafter and that any related filing fees or similar charges or taxes will be paid by the Credit Parties in connection with such filing; and (vi) evidence in form and substance reasonably satisfactory to the Agent that each fee and leasehold mortgage delivered pursuant to the Senior Secured Notes Facility shall have been discharged. (d) As soon as practicable but in no event later than 90 days after the Effective Date, the Agent shall have received, with respect to each Owned Property, an appraisal performed by a certified or licensed appraiser conforming to the applicable requirements of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 and the regulations thereunder, the Borrower to be responsible for the costs of each such appraisal. (i) The Lenders hereby authorize the Agent, in its sole discretion and from time to time, to enter into one or more amendments to or amendments and restatements of the Escrow Agreement to provide for escrow arrangements relating to the Escrowed Properties. The Lenders confirm and agree, without limiting the generality of the exculpatory provisions of Article 9, that in the absence of gross negligence or willful misconduct, the Agent shall not be liable to any Lender on account of entering into any such amendment or amendment and restatement and any consequences thereof. (ii) The Borrower will use its commercially reasonable efforts to obtain Collateral Access Agreements at all locations where it holds any Collateral the landlord consents, memoranda of leases, subordination and (b) within sixty (60) days of the Closing Date (or such later date agreed to in writing non-disturbance agreements and other documents contemplated by the Administrative Agent in its sole discretion), the Borrower shall cause the Collateral Intercreditor Escrow Agreement (Lien Priorities) to be entered into on terms and conditions acceptable provide evidence to the Administrative Agent (including, without limitation, the acknowledgement and agreement of the Borrower, the special purpose entities owned by the Borrower or owed by such special purpose entities on the execution date thereof, and each of the secured creditors thereof, that regardless of the time or order of attachment or perfection of security interests or other interests referred to herein, the time or order of filing of financing statements, or any other priority provided by law or otherwise, the Administrative Agent shall have a first and prior security interest in all now owned or existing or hereafter created, acquired or arising assets of the Loan Parties from time to time granted to it unless the Administrative Agent has provided the relevant purchaser or such purchaser’s secured party a written release of the relevant Collateral being sold or separately financed or such other arrangement as is acceptable to the Administrative Agent in its sole discretion that addresses Lien priorities to its satisfaction). If the post closing condition set forth in clause (b) above is not satisfied, in addition to any Event of Default arising therefrom, the Required Lenders may, at any time with prior written notice to the Borrower, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which shall in no event be sooner then ten (10) Business Days after the date of such notice). On the date the Commitments are so terminated, all outstanding Obligations (including, without limitation, all principal of and accrued interest on the Loans) shall forthwith be due and payable without further demand, presentment, protest, or notice of any kind.

Post-Closing. The Borrower hereby agrees that: After the Effective Time, neither Buyer nor any of its Affiliates or Representatives shall undertake a Restricted Activity or cause or permit a Restricted Activity to be undertaken except as permitted in this Section 5.13.2. Buyer and its Affiliates and Representatives may undertake a Restricted Activity only on Fee Parcels, or cause or permit a Restricted Activity to be undertaken only on Fee Parcels, but only to the extent (a1) required by an Environmental Law; (2) in response to a specific request of a Governmental Authority; (3) required during the normal course of business arising out of repairs, modifications, maintenance or construction activities that are conducted consistent with Buyer’s Intended Use and it shall use commercially reasonable efforts to obtain Collateral Access Agreements at all locations where it holds any Collateral and (b) within sixty (60) days of the Closing Date is reasonably determined by Seller (or Seller’s Affiliates or Representatives) that it will not materially impact NewPage-WI’s adjacent paper manufacturing facilities and equipment; or (4) due diligence conducted by a future prospective purchaser, investor or financing source provided such later date agreed to in writing activity is conducted on a Remote Parcel and it is reasonably determined by Seller (or Seller’s Affiliates or Representatives) that it will not materially impact NewPage-WI’s adjacent paper manufacturing facilities and equipment (each a “Permitted Restricted Activity”). In the Administrative Agent in its sole discretion), event Seller (or Seller’s Affiliates or Representatives) reasonably determines that the Borrower shall cause the Collateral Intercreditor Agreement (Lien Priorities) proposed activity to be entered into on terms and conditions acceptable undertaken under Section 5.13.2(3) or 5.13.2(4) will materially impact NewPage-WI’s adjacent paper manufacturing facilities, as indicated by Seller’s written objection to the Administrative Agent (including, without limitation, the acknowledgement and agreement of the Borrower, the special purpose entities owned by the Borrower or owed by such special purpose entities on the execution date thereof, and each of the secured creditors thereof, that regardless of the time or order of attachment or perfection of security interests or other interests referred to herein, the time or order of filing of financing statements, or any other priority provided by law or otherwise, the Administrative Agent shall have a first and prior security interest in all now owned or existing or hereafter created, acquired or arising assets of the Loan Parties from time to time granted to it unless the Administrative Agent has provided the relevant purchaser or such purchaser’s secured party a written release of the relevant Collateral being sold or separately financed or such other arrangement as is acceptable to the Administrative Agent in its sole discretion that addresses Lien priorities to its satisfaction). If the post closing condition set forth in clause (b) above is not satisfied, in addition to any Event of Default arising therefrom, the Required Lenders may, at any time with prior written notice to the Borrower, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which shall in no event be sooner then Buyer within ten (10) Business Days after Seller’s receipt of written notification from Buyer pursuant to Section 5.13.3 and a commercially reasonable alternative to the date activity does not exist, then such activity shall be deemed a Permitted Restricted Activity. Seller’s failure to object to the proposed activity in writing within such ten (10) Business Day period shall indicate Seller’s determination that the proposed activity will not materially impact NewPage-WI’s adjacent paper manufacturing facilities. Permitted Restricted Activities shall be conducted by Buyer in a commercially reasonable manner in an effort to minimize any material impact on NewPage-WI’s adjacent paper manufacturing facilities and equipment. An activity or communication will not be considered a Permitted Restricted Activity if it occurs as a result of such notice). On a change in the date use of a Project from a hydroelectric project to an alternative use and/or the Commitments are so terminated, all outstanding Obligations (including, without limitation, all principal of and accrued interest on the Loans) shall forthwith be due and payable without further demand, presentment, protest, or notice removal of any kindFee Parcel from a Project boundary as defined in any FERC License.

Post-Closing. The Borrower hereby agrees thatParties acknowledge that their intent is not to invoice or ▇▇▇▇ the other Party for cash calls or joint interest ▇▇▇▇▇▇▇▇ (“JIB(s)”) with respect to any well proposed to be drilled or well then currently conducting drilling and/or completion operations on the Subject Leases. However, if an Assignor is assigning a portion of the Subject Leases to the Assignee for which the Assignor has received revenues and/or made JIB payments and/or payments for drilling, completion or other costs associated with oil and gas operations involving such portion of the Subject Leases, the following shall apply: To the extent previously paid by Assignor, the Assignee, as applicable, shall refund to the Assignor the sum of all prepayments, cash calls and/or JIB(s), as well as other drilling and completion payments (aherein “Payments”) it made, net of all revenues received, in connection with such portion of the Subject Leases as to periods subsequent to the Effective Date. Notwithstanding the foregoing, the Parties shall not be required to refund any prepayments, cash calls or other payments (or revenues) with respect to that Party’s interest in and to the Excluded Wellbores or the Excluded Assets; provided, however, for the avoidance of doubt, that income, franchise, and similar Taxes of Assignor shall not be borne by Assignee. The Parties agree that the intent of this procedure (as practically as possible) is to “undo” the direct cash flows for periods subsequent to the Effective Date, which the Assignor incurred as a result of participating as a working interest owner in operations involving the Subject Leases assigned to the Assignee at Closing, unless such direct cash flows are with respect to the relevant Party’s interest in and to the Excluded Wellbores or the Excluded Assets. Any and all payments or refunds due to a Party hereunder shall be paid within one hundred and fifty (150) days of the date of execution and delivery of the Assignments described in Paragraph 3.4 herein by wire transfer of certified funds: Except as otherwise provided in this Agreement, all costs, expenses, disbursements, and obligations attributable to the Subject Leases for periods of time prior to the Effective Date shall be the obligation of the applicable Assignor, and such Assignor shall promptly pay, or if paid by Assignee, promptly reimburse Assignee for and hold Assignee harmless from and against same under the Closing Settlement Statement and Post-Closing Settlement Statement mechanism below. At least five (5) business days prior to Closing, ___________ shall provide ___________ with a closing settlement statement covering all adjustments, without duplication, to be made at Closing under this transaction in substantially the same form and content as Exhibit “F” (the “Closing Settlement Statement”). To the extent available, actual numbers shall be used. If not available, ___________ shall use commercially reasonable efforts and good faith estimates of the same, which estimates shall be adjusted to obtain Collateral Access Agreements at take into account actual numbers in connection with the Closing Settlement Statement. ___________ may then respond with any comments within two (2) business days prior to Closing; provided, however, that failure to dispute or revise any adjustment shall not waive or otherwise preclude ___________ from commenting on such adjustments in the Post-Closing Settlement Statement. In preparing the Closing Settlement Statement, ___________ and ___________ shall have no obligation to make an accrual for revenues not received as of Closing. Within ninety (90) days after Closing, ___________ shall provide ___________ with a settlement statement covering all locations where it holds any Collateral adjustments, without duplication, to be made pursuant to this Agreement, in substantially the same form and content as Exhibit “G” (bthe “Post-Closing Settlement Statement”). ___________ shall have thirty (30) days to review and provide comments on the Post-Closing Settlement Statement. The Parties shall then agree upon the Post-Closing Settlement Statement within sixty (60) days from receipt by ___________. To the extent that no post-closing adjustment is necessary, ___________ may notify ___________ of the Closing Date (or such later date agreed to in writing by the Administrative Agent in its sole discretion), the Borrower shall cause the Collateral Intercreditor Agreement within ninety (Lien Priorities90) to be entered into on terms and conditions acceptable to the Administrative Agent (including, without limitation, the acknowledgement and agreement of the Borrower, the special purpose entities owned by the Borrower or owed by such special purpose entities on the execution date thereofdays after Closing, and each of the secured creditors thereof, that regardless of the time or order of attachment or perfection of security interests or other interests referred to herein, the time or order of filing of financing statements, or any other priority provided by law or otherwise, the Administrative Agent ___________ shall have thirty (30) days to respond with its own Post-Closing Settlement Statement (in the event that ___________ does not agree that a first and prior security interest in all now owned or existing or hereafter created, acquired or arising assets of the Loan Parties from time to time granted to it unless the Administrative Agent has provided the relevant purchaser or such purchaser’s secured party a written release of the relevant Collateral being sold or separately financed or such other arrangement as Post-Closing Settlement Statement is acceptable to the Administrative Agent in its sole discretion that addresses Lien priorities to its satisfactionnot necessary). If the post closing condition set forth The Parties shall then negotiate in clause good faith in an attempt to agree upon a mutually acceptable Post-Closing Settlement Statement within sixty (b60) above is not satisfied, in addition to any Event of Default arising therefrom, the Required Lenders may, at any time with prior written days from ___________’s notice to the Borrower, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which shall in no event be sooner then ten (10) Business Days after the date of such notice). On the date the Commitments are so terminated, all outstanding Obligations (including, without limitation, all principal of and accrued interest on the Loans) shall forthwith be due and payable without further demand, presentment, protest, or notice of any kind___________.

Post-Closing. The Borrower hereby agrees that: Promptly following the Closing Date, wind up, dissolve or liquidate or cause the winding up, dissolution or liquidation of Foreign Parent. Information required to be delivered pursuant to subsections (ai), (ii) it shall use commercially reasonable efforts to obtain Collateral Access Agreements at all locations where it holds any Collateral and (bv) within sixty (60of Section 5.01(j) days above shall be deemed to have been delivered if such information, or one or more annual or quarterly or other reports or proxy statements containing such information, shall have been posted and available on the website of the Closing Date Securities and Exchange Commission at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ (and a confirming electronic correspondence is delivered or such later date agreed caused to in writing be delivered by the Administrative Agent in its sole discretion), the applicable Borrower shall cause the Collateral Intercreditor Agreement (Lien Priorities) to be entered into on terms and conditions acceptable to the Administrative Agent (including, without limitation, the acknowledgement and agreement providing notice of the Borrower, the special purpose entities owned such availability). Information required to be furnished pursuant to this Section 5.01 may also be furnished by electronic communications pursuant to procedures approved by the Borrower or owed by such special purpose entities on the execution date thereof, and each of the secured creditors thereof, Administrative Agent. The Borrowers hereby acknowledge that regardless of the time or order of attachment or perfection of security interests or other interests referred to herein, the time or order of filing of financing statements, or any other priority provided by law or otherwise, the Administrative Agent shall have a first and prior security interest in all now owned and/or the Joint Lead Arrangers will make available to the Lenders materials and/or information provided by or existing or hereafter created, acquired or arising assets on behalf of the Loan Parties from time Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar secure electronic system (the “Platform”). Certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to time granted receive material non-public information with respect to it unless the Borrowers or their respective Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrowers hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent has provided and the relevant purchaser Lenders to treat the Borrower Materials as not containing any material non-public information with respect to the Borrowers or such purchaser’s secured party their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall be treated as set forth in Section 9.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a written release portion of the relevant Collateral being sold or separately financed or such other arrangement as is acceptable to Platform designed “Public Side Information”; and (z) the Administrative Agent in its sole discretion and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that addresses Lien priorities to its satisfaction). If are not marked “PUBLIC” as being suitable only for posting on a portion of the post closing condition set forth in clause (b) above is Platform not satisfied, in addition to any Event of Default arising therefromdesignated “Public Side Information.” Notwithstanding the foregoing, the Required Lenders may, at Borrowers shall be under no obligation to ▇▇▇▇ any time with prior written notice to the Borrower, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which shall in no event be sooner then ten (10) Business Days after the date of such notice). On the date the Commitments are so terminated, all outstanding Obligations (including, without limitation, all principal of and accrued interest on the Loans) shall forthwith be due and payable without further demand, presentment, protest, or notice of any kindBorrower Materials “PUBLIC.”

Post-Closing. The Borrower hereby agrees that: (a) it Immediately after the Effective Time on the Effective Date, (i) the Initial Subsidiary Guarantors will execute and deliver to the Trustee and the Collateral Agent the Effective Date Supplemental Indenture, (ii) the Company and the Initial Subsidiary Guarantors that are Domestic Subsidiaries will execute and deliver to the Collateral Agent the Security Agreement, (iii) the Initial Subsidiary Guarantors that are English Guarantors will execute and deliver to the Collateral Agent the English Debenture, (iv) the English Share Pledge will be executed and delivered to the Collateral Agent, (v) the Company and each Initial Subsidiary Guarantor shall use commercially reasonable efforts execute and deliver counterparts of the Intercreditor Agreement and a perfection certificate, each dated as of the Effective Date, (vi) copies of proper financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all United States jurisdictions necessary to obtain perfect and protect the Liens created under the Security Agreement on assets of the Company and each Initial Subsidiary Guarantor that is a Domestic Subsidiary, covering the Collateral Access Agreements at described in the Security Agreement shall be delivered to the Collateral Agent and (vii) all locations where it holds other filings and other similar actions required in connection with the perfection of security interests in the Collateral as and to the extent contemplated by this Indenture or the Collateral Documents (in each case, subject to any Collateral and grace periods specified therein) shall be completed. (b) within sixty Within ninety (6090) days after the Effective Date, the Company shall deliver to the Collateral Agent customary insurance certificates and endorsements in form reasonably satisfactory to the Collateral Agent, naming the Collateral Agent, on behalf of the Closing Notes Secured Parties, as the Company’s mortgagee and/or loss payee, as applicable, on property and casualty insurance policies and as an additional insured on all general liability insurance policies maintained by the Company or any of its direct or indirect Subsidiaries. (c) To the extent not previously delivered to the Senior Credit Facility Agent, on or prior to the date that is ninety (90) days following the Effective Date (or such later date agreed to in writing by as the Administrative Senior Credit Facility Agent may agree in its sole discretion), the Borrower Company shall deliver, or cause the Collateral Intercreditor Agreement (Lien Priorities) to be entered into on terms and conditions acceptable delivered, to the Administrative Agent Senior Credit Facility Agent, all Pledged Collateral (including, without limitation, as defined in the acknowledgement and agreement Security Agreement) required to be pledged as Collateral duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the BorrowerUCC), the special purpose entities owned or accompanied by the Borrower share transfer powers or owed other instruments of transfer duly endorsed by such special purpose entities on the execution date thereof, and each of the secured creditors thereof, that regardless of the time or order of attachment or perfection of security interests or other interests referred to herein, the time or order of filing of financing statements, or any other priority provided by law or otherwise, the Administrative Agent shall have a first and prior security interest in all now owned or existing or hereafter created, acquired or arising assets of the Loan Parties from time to time granted to it unless the Administrative Agent has provided the relevant purchaser or such purchaser’s secured party a written release of the relevant Collateral being sold or separately financed or such other arrangement as is acceptable to the Administrative Agent in its sole discretion that addresses Lien priorities to its satisfaction). If the post closing condition set forth in clause (b) above is not satisfiedan effective endorsement, in addition to any Event of Default arising therefrom, the Required Lenders may, at any time with prior written notice to the Borrower, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which shall in no event be sooner then ten (10) Business Days after the date of such notice). On the date the Commitments are so terminated, all outstanding Obligations (including, without limitation, all principal of and accrued interest on the Loans) shall forthwith be due and payable without further demand, presentment, protest, or notice of any kindblank.

Post-Closing. The Borrower hereby agrees that: (a) it Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer or conveyance to Proginet of Beta America’s right, title and interest in and to the Beta America Contracts would result in a breach of said Beta America Contracts or would require any third-party consents which shall not have been obtained prior to the sixtieth (60th) day following the Closing Date (after Beta America’s commercially reasonable efforts to obtain them), this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof. If consents are not obtained from third-parties prior to such time, Beta America shall use commercially reasonable efforts to obtain Collateral Access Agreements at cooperate with Proginet in obtaining any commercially reasonable and lawful arrangements designed to provide to Proginet the full benefits of use of the respective Beta America Contracts and, provided that Proginet receives such benefit of use thereof, Proginet shall satisfy all locations where it holds contractual obligations, if any, corresponding thereto. Once such third-party consents are obtained, Beta America shall promptly assign, transfer, convey and deliver such Beta America Contracts to Proginet for no additional consideration. To the extent that any Collateral such Beta America Contracts cannot be transferred or the full benefits of use of any such Beta America Contracts cannot be provided to Proginet following the Closing Date, then (i) Proginet and Beta America shall enter into such arrangements for no additional consideration from Proginet (including sublicensing, subleasing or subcontracting to the extent permitted) to provide Proginet the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such consents or (ii) for customers based in Europe, the Parties may mutually agree in writing to have such agreements governed by the Master Distributor Agreement. In such event, any such retained Beta America Contracts shall no longer be considered assigned pursuant to this Agreement. (b) within sixty Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer or conveyance to Beta America of Proginet’s right, title and interest in and to the Proginet Contracts or the Secur-Line Contracts would result in a breach of said Proginet Contracts or Secur-Line Contracts or would require any third-party consents which shall not have been obtained prior to the sixtieth (6060th) days of day following the Closing Date (or such later date agreed after Proginet’s commercially reasonable efforts to in writing by the Administrative Agent in its sole discretionobtain them), this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof. If consents are not obtained from third-parties prior to such time, Proginet shall use commercially reasonable efforts to cooperate with Beta America in obtaining any commercially reasonable and lawful arrangements designed to provide to Beta America the Borrower full benefits of use of the respective Proginet Contracts or Secur-Line Contracts and, provided that Beta America receives such benefit of use thereof, Beta America shall cause satisfy all contractual obligations, if any, corresponding thereto. Once such third-party consents are obtained, Proginet shall promptly assign, transfer, convey and deliver such Proginet Contracts or Secur-Line Contracts to Beta America for no additional consideration. To the Collateral Intercreditor Agreement extent that any such Proginet Contracts or Secur-Line Contracts cannot be transferred or the full benefits of use of any such Proginet Contracts or Secur-Line Contracts cannot be provided to Beta America following the Closing Date, then Beta America and Proginet shall enter into such arrangements for no additional consideration from Beta America (Lien Prioritiesincluding sublicensing, subleasing or subcontracting to the extent permitted) to be entered provide Beta America the economic (taking into on account tax costs and benefits) and operational equivalent of obtaining such consents. [***] Confidential Treatment Requested Confidential portion omitted and filed separately with the Commission (c) Each Party will use commercially reasonable efforts to obtain consents from third-parties where such are required in accordance with the terms of the Beta America Contracts, the Proginet Contracts or the Secur-Line Contracts. (d) Upon the direction of Beta America, in lieu of assigning any Proginet Contract or Secur-Line Contract to Beta America pursuant to Section 2.1, Proginet shall assign, unless otherwise prohibited by Applicable Law, such Proginet Contract or Secur-Line Contract to one or more Affiliates of Beta America; provided, however, that Beta America shall remain subject to the terms and conditions acceptable to the Administrative Agent (including, without limitation, the acknowledgement and agreement of the Borrower, the special purpose entities owned by the Borrower or owed by such special purpose entities on the execution date thereof, and each of the secured creditors thereof, that regardless of the time or order of attachment or perfection of security interests or other interests referred to herein, the time or order of filing of financing statements, or any other priority provided by law or otherwise, the Administrative Agent shall have a first and prior security interest in all now owned or existing or hereafter created, acquired or arising assets of the Loan Parties from time to time granted to it unless the Administrative Agent has provided the relevant purchaser or such purchaser’s secured party a written release of the relevant Collateral being sold or separately financed or such other arrangement as is acceptable to the Administrative Agent in its sole discretion that addresses Lien priorities to its satisfaction). If the post closing condition set forth in clause (b) above is not satisfiedthis Agreement, including indemnification for any Agreement Default in addition to any Event of Default arising therefrom, the Required Lenders may, at any time with prior written notice to the Borrower, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which shall in no event be sooner then ten (10) Business Days after the date of such notice). On the date the Commitments are so terminated, all outstanding Obligations (including, without limitation, all principal of and accrued interest on the Loans) shall forthwith be due and payable without further demand, presentment, protest, or notice respect of any kindsuch assignment.

Post-Closing. The Borrower hereby agrees that: (a) it Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer or conveyance to Proginet of Beta America’s right, title and interest in and to the Beta America Contracts would result in a breach of said Beta America Contracts or would require any third-party consents which shall not have been obtained prior to the sixtieth (60th) day following the Closing Date (after Beta America’s commercially reasonable efforts to obtain them), this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof. If consents are not obtained from third-parties prior to such time, Beta America shall use commercially reasonable efforts to obtain Collateral Access Agreements at cooperate with Proginet in obtaining any commercially reasonable and lawful arrangements designed to provide to Proginet the full benefits of use of the respective Beta America Contracts and, provided that Proginet receives such benefit of use thereof, Proginet shall satisfy all locations where it holds contractual obligations, if any, corresponding thereto. Once such third-party consents are obtained, Beta America shall promptly assign, transfer, convey and deliver such Beta America Contracts to Proginet for no additional consideration. To the extent that any Collateral such Beta America Contracts cannot be transferred or the full benefits of use of any such Beta America Contracts cannot be provided to Proginet following the Closing Date, then (i) Proginet and Beta America shall enter into such arrangements for no additional consideration from Proginet (including sublicensing, subleasing or subcontracting to the extent permitted) to provide Proginet the economic (taking into account tax costs and benefits) and operational equivalent of obtaining such consents or (ii) for customers based in Europe, the Parties may mutually agree in writing to have such agreements governed by the Master Distributor Agreement. In such event, any such retained Beta America Contracts shall no longer be considered assigned pursuant to this Agreement. (b) within sixty Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer or conveyance to Beta America of Proginet’s right, title and interest in and to the Proginet Contracts or the Secur-Line Contracts would result in a breach of said Proginet Contracts or Secur-Line Contracts or would require any third-party consents which shall not have been obtained prior to the sixtieth (6060th) days of day following the Closing Date (or such later date agreed after Proginet’s commercially reasonable efforts to in writing by the Administrative Agent in its sole discretionobtain them), this Agreement shall not constitute a sale, assignment, transfer or conveyance thereof. If consents are not obtained from third-parties prior to such time, Proginet shall use commercially reasonable efforts to cooperate with Beta America in obtaining any commercially reasonable and lawful arrangements designed to provide to Beta America the Borrower full benefits of use of the respective Proginet Contracts or Secur-Line Contracts and, provided that Beta America receives such benefit of use thereof, Beta America shall cause satisfy all contractual obligations, if any, corresponding thereto. Once such third-party consents are obtained, Proginet shall promptly assign, transfer, convey and deliver such Proginet Contracts or Secur-Line Contracts to Beta America for no additional consideration. To the Collateral Intercreditor Agreement extent that any such Proginet Contracts or Secur-Line Contracts cannot be transferred or the full benefits of use of any such Proginet Contracts or Secur-Line Contracts cannot be provided to Beta America following the Closing Date, then Beta America and Proginet shall enter into such arrangements for no additional consideration from Beta America (Lien Prioritiesincluding sublicensing, subleasing or subcontracting to the extent permitted) to be entered provide Beta America the economic (taking into on account tax costs and benefits) and operational equivalent of obtaining such consents. [***] Confidential Treatment Requested Confidential portion omitted and filed separately with the Commission DAL02:525849.7 (c) Each Party will use commercially reasonable efforts to obtain consents from third-parties where such are required in accordance with the terms of the Beta America Contracts, the Proginet Contracts or the Secur-Line Contracts. (d) Upon the direction of Beta America, in lieu of assigning any Proginet Contract or Secur-Line Contract to Beta America pursuant to Section 2.1, Proginet shall assign, unless otherwise prohibited by Applicable Law, such Proginet Contract or Secur-Line Contract to one or more Affiliates of Beta America; provided, however, that Beta America shall remain subject to the terms and conditions acceptable to the Administrative Agent (including, without limitation, the acknowledgement and agreement of the Borrower, the special purpose entities owned by the Borrower or owed by such special purpose entities on the execution date thereof, and each of the secured creditors thereof, that regardless of the time or order of attachment or perfection of security interests or other interests referred to herein, the time or order of filing of financing statements, or any other priority provided by law or otherwise, the Administrative Agent shall have a first and prior security interest in all now owned or existing or hereafter created, acquired or arising assets of the Loan Parties from time to time granted to it unless the Administrative Agent has provided the relevant purchaser or such purchaser’s secured party a written release of the relevant Collateral being sold or separately financed or such other arrangement as is acceptable to the Administrative Agent in its sole discretion that addresses Lien priorities to its satisfaction). If the post closing condition set forth in clause (b) above is not satisfiedthis Agreement, including indemnification for any Agreement Default in addition to any Event of Default arising therefrom, the Required Lenders may, at any time with prior written notice to the Borrower, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which shall in no event be sooner then ten (10) Business Days after the date of such notice). On the date the Commitments are so terminated, all outstanding Obligations (including, without limitation, all principal of and accrued interest on the Loans) shall forthwith be due and payable without further demand, presentment, protest, or notice respect of any kindsuch assignment.

Post-Closing. The Borrower From and after the Closing, each Company Securityholder shall not, and shall cause its respective Representative and Affiliates not to, disclose any Proprietary Information to any Person in any manner whatsoever other than (A) to Buyer and its Affiliates, (B) to its Representatives, to the extent (and only to the extent) (x) necessary to permit such Representatives to assist the receiving Party in connection with the transactions contemplated hereby agrees thatand any matters arising under this Agreement or any Related Agreement (including for purposes of complying with Tax reporting obligations of such Company Securityholder under applicable Law in connection with such matters), (y) such Representative has been informed of the confidential nature of the Proprietary Information and (z) such Representative is subject to confidentiality duties or obligations to the receiving Party no less restrictive than the terms and conditions of this Agreement, or (C) as required by applicable Law or Order; provided, however, that (in the case of disclosures made pursuant to clause (C)) to the extent commercially reasonably possible and permitted by applicable Law, prior to making such disclosure, such Company Securityholder shall provide Buyer with: (aI) it prompt written notice of such requirement so that Buyer may, at its sole cost and expense, seek a protective order or other remedy and (II) reasonable assistance, at Buyer’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitation of disclosure. In the event that after providing such notice and assistance disclosure is still required by applicable Law or Order, the receiving party subject to such Law or Order shall disclose no more than that portion of the Proprietary Information specifically required and shall use commercially reasonable efforts to obtain Collateral Access Agreements at all locations where it holds any Collateral and (b) within sixty (60) days of assurance from the Closing Date (or applicable recipient that such later date agreed to in writing by the Administrative Agent in its sole discretion), the Borrower shall cause the Collateral Intercreditor Agreement (Lien Priorities) Proprietary Information be afforded confidential treatment. Each Company Securityholder agrees to be entered into on terms liable for any breach of this Section 8.4(a)(i) by such Company Securityholder’s Representative and conditions acceptable Affiliates. Notwithstanding anything contained herein to the Administrative Agent (includingcontrary, without limitation, the acknowledgement and agreement of the Borrower, the special purpose entities owned by the Borrower no Institutional Investor shall be required to inform or owed by such special purpose entities on the execution date thereof, and each of the secured creditors thereof, that regardless of the time notify Buyer or order of attachment or perfection of security interests or other interests referred to herein, the time or order of filing of financing statements, a Company Entity or any other priority provided Person of any disclosure of Proprietary Information made to or requested by law a bank examiner, regulatory examiner or otherwise, self-regulatory examiner in the Administrative Agent shall have a first and prior security interest in all now owned or existing or hereafter created, acquired or arising assets of the Loan Parties from time to time granted to it unless the Administrative Agent has provided the relevant purchaser or such purchaser’s secured party a written release of the relevant Collateral being sold or separately financed or such other arrangement as is acceptable to the Administrative Agent in its sole discretion that addresses Lien priorities to its satisfaction). If the post closing condition set forth in clause (b) above is not satisfied, in addition to any Event of Default arising therefrom, the Required Lenders may, at any time with prior written notice to the Borrower, terminate the remaining Commitments and all other obligations of the Lenders hereunder on the date stated in such notice (which shall in no event be sooner then ten (10) Business Days after the date course of such noticeexaminer’s examination, inspection or audit, and any such disclosure shall not be deemed a breach of this Section 8.4(a)(i). On the date the Commitments are so terminated, all outstanding Obligations (including, without limitation, all principal of and accrued interest on the Loans) shall forthwith be due and payable without further demand, presentment, protest, or notice of any kind.