Common use of Post-Closing Conditions Subsequent Clause in Contracts

Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the reasonable satisfaction of the Administrative Agent, in each case, by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its reasonable discretion): (a) The Administrative Agent shall have completed a satisfactory initial collateral audit on or before the ninetieth (90th) day after the Closing Date. (b) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Date, the Appian UK Stock Pledge Agreement. (c) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date insurance endorsements, in form and substance reasonably satisfactory to the Administrative Agent; (d) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date evidence of the termination of any Lien in favor of ePlus Group, Inc., in form and substance reasonably satisfactory to the Administrative Agent; (e) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date the stock certificate of Appian UK, representing 100% of the issued and outstanding (voting and non-voting) Capital Stock of Appian UK together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower in favor of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Date a certificate of foreign qualification from each jurisdiction where the failure of any Loan Party to be qualified could reasonably be expected to have a Material Adverse Effect; (g) The Borrower shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date a landlord waiver with respect to the Borrower’s headquarters, in form and substance reasonably satisfactory to the Administrative Agent; and (h) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date, a Securities Account Control Agreement with respect to that certain account number [] maintained with SVB, in each case in form and substance reasonably satisfactory to the Administrative Agent.

Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 5.2 to the reasonable satisfaction of the Administrative Agent, in each case, by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its reasonable sole discretion): (a) The physical certificated Capital Stock constituting Collateral shall be delivered as promptly as practicable to the Administrative Agent shall have completed a satisfactory initial collateral audit on or before the ninetieth (90th) day after the Closing DateDate and in any event within ten (10) Business Days after the Closing Date (or such later date as the Administrative Agent may reasonably agree). (b) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring Within thirty (30) days after of the Closing Date, the Appian UK Stock Pledge Agreement. Date (c) The Borrower shall cause to be delivered to or such later date as the Administrative Agent by no later than may reasonably agree), the date occurring forty-five Administrative Agent shall have received each of the following (45i) days after duly executed Dutch Security Documents and (ii) a customary written opinion of NautaDutilh, in its capacity as Dutch counsel for the Closing Date insurance endorsementsLoan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent;. (dc) The Borrower shall cause to be delivered to Within thirty (30) days of the Closing Date (or such later date as the Administrative Agent by no later than may reasonably agree), the date occurring forty-five (45) days after the Closing Date evidence of the termination of any Lien in favor of ePlus Group, Inc.Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent;, that the UCC-1 financing statement filed against TransMedics, Inc., by Cardinal Health 108 LLC, with the Secretary of the Commonwealth of the Commonwealth of Massachusetts, has been terminated or amended to limit the collateral description to the assets financed with Cardinal Health 108 LLC. (ed) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring Within sixty (60) days after the Closing Date (or such later date as the stock certificate of Appian UKAdministrative Agent may reasonably agree), representing 100% enter into Control Agreements (other with respect to an Excluded Account) located in the United States. (e) Within fifteen (15) days of the issued and outstanding Closing Date (voting and non-voting) Capital Stock of Appian UK together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower in favor of or such later date as the Administrative AgentAgent may reasonably agree), in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Date a certificate all of foreign qualification from each jurisdiction where the failure of any Loan Party to be qualified could reasonably be expected to have a Material Adverse Effect; (g) The Borrower shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date a landlord waiver with respect to the Borrower’s headquarters, and each Subsidiary’s cash and/or Cash Equivalents maintained in form their existing depository and substance reasonably satisfactory to securities accounts in the Administrative Agent; and United States and Canada (hother than Excluded Accounts) The Borrower shall cause to be delivered transferred to the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date, a Securities Account Control Agreement with respect to that certain account number [] accounts maintained with SVB, in each case in form and substance reasonably satisfactory to the Administrative AgentCIBC or CIBC’s Affiliates.

Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the reasonable satisfaction of the Administrative Agent, in each case, case by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its reasonable discretion):below: (a) The Administrative Agent shall have completed a satisfactory initial collateral audit on or before the ninetieth (90th) day after the Closing Date. (b) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Date, the Appian UK Stock Pledge Agreement. (c) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) 60 days after the Closing Date (or such later date as Administrative Agent shall determine in its sole discretion) insurance endorsementscertificates satisfying the requirements of Section 6.6 hereof and Section 4.3(l) of the Guarantee and Collateral Agreement, together with evidence reasonably satisfactory to the Administrative Agent that the insurance policies of each Loan Party have been endorsed for the purpose of naming the Administrative Agent (for the ratable benefit of the Secured Parties) as an “additional insured” or “lender loss payee”, as applicable, in form and substance reasonably satisfactory to the Administrative Agent; (d) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date evidence of the termination of any Lien in favor of ePlus Group, Inc., in form and substance reasonably satisfactory to the Administrative Agent; (e) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date the stock certificate of Appian UK, representing 100% of the issued and outstanding (voting and non-voting) Capital Stock of Appian UK together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower in favor of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Date a certificate of foreign qualification from each jurisdiction where the failure of any Loan Party to be qualified could reasonably be expected to have a Material Adverse Effect; (gb) The Borrower shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) 60 days after the Closing Date a landlord waiver with respect to the Borrower’s headquarters, in form and substance reasonably satisfactory to the Administrative Agent; andcovering its headquarters location; (hc) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) 90 days after the Closing Date, or such later date as determined by Administrative Agent in its sole discretion, a Securities Account Control Agreement with respect good standing certificate issued by the Texas Secretary of State certifying that Borrower is duly qualified as a foreign corporation or other organization and in good standing under the laws of Texas as well as evidence of Borrower’s tax good standing in Texas; (d) The Borrower shall (i) cause each Loan Party and each counsel of the Loan Parties to that certain account number [] maintained with SVB, in each case in form and substance reasonably satisfactory deliver to the Administrative Agent by no later than the date occurring seven days after the Closing Date, the originally-executed signature pages of such Persons to any of the agreements, opinions and other documents referenced in Section 5.1 (including any such signature pages to this Agreement and each of the other Loan Documents) in respect of which the Administrative Agent, as an accommodation to the Loan Parties, has agreed to accept copies of such Persons’ signature pages for purposes of the closing of this Agreement and the other Loan Documents, and (ii) use commercially reasonable efforts to cause any other Persons party to any agreements or other documents referenced in Section 5.1 to deliver to the Administrative Agent by no later than the date occurring 15 days after the Closing Date the originally-executed signature pages of such Persons to any of the agreements, notice acknowledgments and other documents referenced in Section 5.1 in respect of which the Administrative Agent, as an accommodation to the Loan Parties, has agreed to accept copies of such Persons’ signature pages for purposes of the closing of this Agreement and the other Loan Documents.

Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the following conditions subsequent to the Closing Date specified in this Section 5.3 to the reasonable satisfaction of the Administrative AgentRequired Lenders (and, in each casethe case of (i) clause (b), HSBC and (ii) clause (c), all Lenders), by no later than the date specified for such condition below (or such later date as the Administrative Agent Required Lenders (and, in the case of (i) clause (b), HSBC and (ii) clause (c), all Lenders) shall agree to in its their reasonable discretion, which approval may be by e-mail): (a) The Administrative Agent shall have completed a satisfactory initial collateral audit on or before the ninetieth (90th) day after the Closing Date. (b) The Borrower shall cause deliver Control Agreements with respect to be delivered to each Deposit Account and each Securities Account (in each case, other than “Excluded Deposit Accounts” (as defined in the Administrative Agent by no Guarantee and Collateral Agreement) or such other accounts as the Required Lenders reasonably agree, and Deposit Accounts maintained with SVB) not later than the date occurring thirty that is ninety (3090) days after the Closing Date; (b) not later than November 30 2020, the Appian UK Stock Pledge Agreement.Borrower shall deliver, or cause to be delivered, to HSBC or its applicable Affiliates either (i) each original Existing Letter of Credit for cancellation or (ii) with respect to any such Existing Letter of Credit not delivered to HSBC or such Affiliate on or prior to such date pursuant to clause (i), cash collateral in an amount equal to 105% (110% in the case of such Existing Letter of Credit in a currency other than Dollars) of the aggregate then undrawn and unexpired amount of such Existing Letters of Credit; (c) The as soon as available, but in any event on or before December 15, 2020, a copy of the audited consolidated balance sheet of the Borrower shall cause to be delivered and its consolidated Subsidiaries for the 2019 fiscal year and the related audited consolidated statements of income and of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, reported on without (i) a “going concern” or like qualification or exception, or (ii) any qualification arising out of the scope of the audit, by Xxxxx Xxxxxxxx or other independent certified public accountants of nationally recognized standing and reasonably acceptable to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date insurance endorsements, in form and substance reasonably satisfactory to the Administrative Agent;Required Lenders; and (d) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date evidence as soon as available, but in any event within 15 Business Days following delivery of the termination of any Lien in favor of ePlus Group2019 fiscal year audit, Inc., in form and substance reasonably satisfactory to the Administrative Agent; (e) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date the stock certificate of Appian UK, representing 100% of the issued and outstanding (voting and non-voting) Capital Stock of Appian UK together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower in favor of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Date a certificate of foreign qualification from each jurisdiction where the failure of any Loan Party to be qualified could reasonably be expected to have a Material Adverse Effect; (g) The Borrower shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date a landlord waiver with respect to the Borrower’s headquarters, in form and substance reasonably satisfactory to the Administrative Agent; and (h) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date, a Securities Account Control Agreement with respect to that certain account number [] maintained with SVB, in each case in form and substance reasonably satisfactory to the Administrative Agentupdated Projections.

Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the reasonable satisfaction of the Administrative Agent, in each case, case by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its reasonable sole discretion): (a) The Administrative Agent shall have completed a satisfactory initial collateral audit on or before the ninetieth (90th) day after the Closing Date. (b) The Borrower shall cause to be delivered to the Administrative Agent by no not later than the date occurring thirty (30) 45 days after the Closing Date, Control Agreements for each of the Appian UK Stock Pledge Agreement. (c) The Borrower shall cause Borrower’s depository, operating and securities accounts to the extent required to be delivered pursuant to the Guarantee and Collateral Agreement; (b) the Borrower shall use commercially reasonable efforts to deliver to the Administrative Agent by no later than the date occurring forty-five (45) 45 days after the Closing Date insurance endorsementsDate, a landlord waiver with respect to 0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx Xxxxx, XX 00000, in form and substance reasonably satisfactory to the Administrative Agent; (dc) The the Borrower shall cause to be delivered to the Administrative Agent by no not later than the date occurring forty-five (45) 30 days after the Closing Date evidence Date, to the extent certificated, original versions of the termination certificates representing the shares of any Lien Capital Stock pledged to the Administrative Agent (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in favor blank by a duly authorized officer of ePlus Group, Inc., in form and substance reasonably the pledgor thereof. (d) The Administrative Agent shall have completed an initial collateral audit within 30 days of the Closing Date with results satisfactory to the Administrative Agent;. (ei) The Borrower shall cause each Loan Party and each counsel of the Loan Parties to be delivered deliver to the Administrative Agent by no later than the date occurring sixty (60) days ten Business Days after the Closing Date Date, the stock certificate originally-executed signature pages of Appian UK, representing 100% such Persons to any of the issued agreements, opinions and outstanding other documents referenced in Section 5.1 (voting including any such signature pages to this Agreement and non-voting) Capital Stock of Appian UK together with undated stock powers, in blank, executed and delivered by a duly authorized officer each of the Borrower other Loan Documents) in favor respect of which the Administrative Agent, in form and substance reasonably satisfactory as an accommodation to the Administrative Agent; Loan Parties, has agreed to accept copies of such Persons’ signature pages for purposes of the closing of this Agreement and the other Loan Documents, and (fii) The Borrower shall use commercially reasonable efforts to cause any other Persons party to be delivered any agreements or other documents referenced in Section 5.1 to deliver to the Administrative Agent by no later than the date occurring thirty (30) 30 days after the Closing Date a certificate the originally- executed signature pages of foreign qualification from each jurisdiction where such Persons to any of the failure agreements, notice acknowledgments and other documents referenced in Section 5.1 in respect of any Loan Party to be qualified could reasonably be expected to have a Material Adverse Effect; (g) The Borrower shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date a landlord waiver with respect to the Borrower’s headquarters, in form and substance reasonably satisfactory to which the Administrative Agent; and (h) The Borrower shall cause to be delivered , as an accommodation to the Administrative Agent by no later than Loan Parties, has agreed to accept copies of such Persons’ signature pages for purposes of the date occurring sixty (60) days after closing of this Agreement and the Closing Date, a Securities Account Control Agreement with respect to that certain account number [] maintained with SVB, in each case in form and substance reasonably satisfactory to the Administrative Agentother Loan Documents.

Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date Date, as applicable and as specified in this Section 5.3 5.3, to the reasonable satisfaction of the Administrative Agent, in each case, case by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its reasonable discretion):below: (a) The Administrative Agent Borrower shall have completed a satisfactory initial collateral audit on or before the ninetieth (90thi) day after cause each Loan Party in existence as of the Closing Date. (b) The Borrower shall cause , Enterasys and each counsel to be delivered such Persons to deliver to the Administrative Agent by no later than the date occurring thirty (30) days 20 Business Days after the Closing Date, the Appian UK Stock Pledge Agreement. originally-executed signature pages of such Persons to any of the agreements, opinions and other documents referenced in Section 5.1 (cincluding any such signature pages to this Agreement and each of the other Loan Documents, but excluding approvals or consents of any Governmental Authority) The Borrower shall in respect of which the Administrative Agent, as an accommodation to such Persons, has agreed to accept copies of such Persons’ signature pages for purposes of the closing of this Agreement and certain of the other Loan Documents on the Closing Date, and (ii) use commercially reasonable efforts to cause any other Persons party to be delivered any agreements or other documents referenced in Section 5.1 to deliver to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date insurance endorsements, in form and substance reasonably satisfactory to the Administrative Agent; (d) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date evidence of the termination of any Lien in favor of ePlus Group, Inc., in form and substance reasonably satisfactory to the Administrative Agent; (e) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) 30 days after the Closing Date the stock certificate originally-executed signature pages of Appian UK, representing 100% such Persons to any of the issued agreements, notice acknowledgments and outstanding other documents referenced in Section 5.1 (voting and non-votingexcluding all approvals or consents of any Governmental Authority) Capital Stock in respect of Appian UK together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower in favor of which the Administrative Agent, in form as an accommodation to such Loan Parties, has agreed to accept copies of such Persons’ signature pages for purposes of the closing of this Agreement and substance reasonably satisfactory to certain of the Administrative Agent;other Loan Documents on the Closing Date. (fb) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring Within thirty (30) days after the Closing Date a certificate of foreign qualification from each jurisdiction where (or such longer period as the failure of any Loan Party Administrative Agent may agree), to be qualified could reasonably be expected to have a Material Adverse Effect; (g) The Borrower shall use commercially reasonable efforts to cause to be the extent not having been delivered to the Administrative Agent by no later than previously, the date occurring forty-five Administrative Agent shall have received insurance certificates satisfying the requirements of Section 6.5 hereof and Section 5.2(b) of the Guarantee and Collateral Agreement, together with evidence reasonably satisfactory to the Administrative Agent that the insurance policies referenced in any such certificates have been endorsed for the purpose of naming the Administrative Agent (45for the ratable benefit of the Secured Parties) days after the Closing Date a landlord waiver as an “additional insured” or “lender loss payee”, as applicable, with respect to the Borrower’s headquarterssuch insurance policies, in form and substance reasonably satisfactory to the Administrative Agent; and (h) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date, a Securities Account Control Agreement with respect to that certain account number [] maintained with SVB, in each case in form and substance reasonably satisfactory to the Administrative Agent. (c) Within 2 (two) weeks after the Closing Date (or such longer period as the Administrative Agent may agree), the Borrower shall deliver to the Administrative Agent the original stock certificates and powers (executed and delivered in blank by a duly authorized officer of the applicable holders of such share certificates) with respect to Equity Interests of each of the Persons listed on Schedule 5.3.

Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the reasonable satisfaction of the Administrative Agent, in each case, case by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its reasonable discretion):below: (a) The Administrative Agent shall have completed a satisfactory initial collateral audit on or before the ninetieth (90th) day after the Closing Date. (b) The Borrower shall (i) cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) 60 days after the Closing Date, each of the Appian Supplemental Charge and the UK Stock Pledge Agreement. EXIM Supplemental Charge, with a director’s certificate of UK Borrower and its annexures each in a form and substance reasonably satisfactory to the Administrative Agent; (cii) The cause UK Borrower shall cause and its counsel to be delivered deliver to the Administrative Agent by no later than the date occurring forty-five (455) days Business Days after the Closing Date insurance endorsementsdate of execution of the Supplemental Charge and the UK EXIM Supplemental Charge, in form the original-fully executed collated Supplemental Charge and substance reasonably satisfactory to UK EXIM Supplemental Charge (along with the Administrative Agent; director’s certificate and its annexures); and (diii) The Borrower shall cause to be delivered to the Administrative Agent that certain stock certificate number 1, evidencing ownership by Holdings of 100 shares of common stock of K2M Solutions, Inc., a Delaware corporation (which stock certificate reflects 100% of the issued and outstanding Capital Stock of such Subsidiary), together with an executed, undated stock power with respect thereto. (i) cause each Loan Party (other than the UK Borrower) and each counsel of the Loan Parties to deliver to the Administrative Agent by no later than the date occurring forty-five ten (4510) days Business Days after the Closing Date evidence Date, the originally-executed signature pages of such Persons to any of the termination agreements, opinions and other documents referenced in Section 5.1 (including any such signature pages to this Agreement and each of any Lien the other Loan Documents) in favor respect of ePlus Group, Inc., in form and substance reasonably satisfactory to which the Administrative Agent; , as an accommodation to the Loan Parties, has agreed to accept copies of such Persons’ signature pages for purposes of the closing of this Agreement and the other Loan Documents, and (eii) The cause UK Borrower shall cause and its counsel to be delivered deliver to the Administrative Agent by no later than the date occurring sixty ten (6010) days Business Days after the Closing Date Date, the stock certificate originally-executed collated agreements, opinions and other documents referenced in Section 5.1 in respect of Appian UK, representing 100% of the issued and outstanding (voting and non-voting) Capital Stock of Appian UK together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower in favor of which the Administrative Agent, in form and substance reasonably satisfactory as an accommodation to the Administrative Agent; Loan Parties, has agreed to accept copies of such original fully executed documents for purposes of the closing of this Agreement and the other Loan Documents, and (fiii) The Borrower shall use commercially reasonable efforts to cause any other Persons party to be delivered any agreements or other documents referenced in Section 5.1 to deliver to the Administrative Agent by no later than the date occurring thirty (30) 30 days after the Closing Date a certificate the originally-executed signature pages of foreign qualification from each jurisdiction where such Persons to any of the failure agreements, notice acknowledgments and other documents referenced in Section 5.1 in respect of any Loan Party to be qualified could reasonably be expected to have a Material Adverse Effect; (g) The Borrower shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date a landlord waiver with respect to the Borrower’s headquarters, in form and substance reasonably satisfactory to which the Administrative Agent; and (h) The Borrower shall cause to be delivered , as an accommodation to the Administrative Agent by no later than Loan Parties, has agreed to accept copies of such Persons’ signature pages for purposes of the date occurring sixty (60) days after closing of this Agreement and the Closing Date, a Securities Account Control Agreement with respect to that certain account number [] maintained with SVB, in each case in form and substance reasonably satisfactory to the Administrative Agentother Loan Documents.

Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the reasonable satisfaction of the Administrative Agent, in each case, by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its reasonable discretion): (a) The Administrative Agent shall have completed a satisfactory initial collateral audit on or before the ninetieth (90th) day after the Closing Date. (b) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Date, the Appian UK Stock Pledge Agreement. (c) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date insurance endorsements, in form and substance reasonably satisfactory to the Administrative Agent; (d) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date evidence of the termination of any Lien in favor of ePlus Group, Inc., in form and substance reasonably satisfactory to the Administrative Agent; (e) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date the stock certificate of Appian UK, representing 100% of the issued and outstanding (voting and non-voting) Capital Stock of Appian UK together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower in favor of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent;; ny-2508035 (f) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Date a certificate of foreign qualification from each jurisdiction where the failure of any Loan Party to be qualified could reasonably be expected to have a Material Adverse Effect; (g) The Borrower shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date a landlord waiver with respect to the Borrower’s headquarters, in form and substance reasonably satisfactory to the Administrative Agent; and (h) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date, a Securities Account Control Agreement with respect to that certain account number [] maintained with SVB, in each case in form and substance reasonably satisfactory to the Administrative Agent.

Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date Amendment and Restatement Date, as applicable and as specified in this Section 5.3 5.3, to the reasonable satisfaction of the Administrative Agent, in each case, case by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its reasonable discretion):below: (a) The Administrative Agent shall have completed a satisfactory initial collateral audit on or before the ninetieth (90th) day after the Closing Date. (b) The Borrower shall (i) cause each Loan Party in existence as of the Amendment and Restatement Date and each counsel to be delivered such Loan Parties to deliver to the Administrative Agent by no later than the date occurring thirty (30) days 20 Business Days after the Closing Amendment and Restatement Date, the Appian UK Stock Pledge Agreement. originally-executed signature pages of such Persons to any of the agreements, opinions and other documents referenced in Section 5.1 (cincluding any such signature pages to this Agreement and each of the other Loan Documents, but excluding all Asset Acquisition Documents and approvals or consents of any Governmental Authority) The Borrower shall in respect of which the Administrative Agent, as an accommodation to such Loan Parties, has agreed to accept copies of such Persons’ signature pages for purposes of the closing of this Agreement and certain of the other Loan Documents on the Amendment and Restatement Date, and (ii) use commercially reasonable efforts to cause any other Persons party to be delivered any agreements or other documents referenced in Section 5.1 to deliver to the Administrative Agent by no later than the date occurring forty-five (45) 30 days after the Closing Amendment and Restatement Date insurance endorsementsthe originally-executed signature pages of such Persons to any of the agreements, notice acknowledgments and other documents referenced in form Section 5.1 (excluding all Asset Acquisition Documents and substance reasonably satisfactory to approvals or consents of any Governmental Authority) in respect of which the Administrative Agent;, as an accommodation to such Loan Parties, has agreed to accept copies of such Persons’ signature pages for purposes of the closing of this Agreement and certain of the other Loan Documents on the Amendment and Restatement Date. (db) The Notwithstanding anything to the contrary set forth in Sections 5.1 or 5.2, or in the Guarantee and Collateral Agreement, the Borrower shall cause to be delivered deliver to the Administrative Agent by no later than the date occurring forty-five (45) 30 days after the Closing Amendment and Restatement Date evidence of the termination of any Lien in favor of ePlus Group, Inc., in form all landlord access agreements and substance reasonably satisfactory to the Administrative Agent; (e) The Borrower shall cause bailee waivers that are required to be delivered pursuant to such Sections and the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date the stock certificate of Appian UK, representing 100% of the issued Guarantee and outstanding (voting and non-voting) Capital Stock of Appian UK together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower in favor of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Date a certificate of foreign qualification from each jurisdiction where the failure of any Loan Party to be qualified could reasonably be expected to have a Material Adverse Effect; (g) The Borrower shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date a landlord waiver with respect to the Borrower’s headquarters, in form and substance reasonably satisfactory to the Administrative Agent; and (h) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date, a Securities Account Control Agreement with respect to that certain account number [] maintained with SVB, in each case in form and substance reasonably satisfactory to the Administrative AgentCollateral Agreement.

Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to (a) Within 15 days after the Closing Date specified in this Section 5.3 to the reasonable satisfaction of the Administrative Agent, in each case, by no later than the date specified for such condition below (or such later date as the Administrative Agent shall may agree in its reasonable sole discretion): (a) The Administrative Agent shall have completed a satisfactory initial collateral audit on or before ), Holdings and the ninetieth (90th) day after the Closing Date. (b) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Datelender’s loss payable and additional insured endorsements, the Appian UK Stock Pledge Agreement. (c) The Borrower shall cause as applicable, with respect to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date each Group Member’s liability and property insurance endorsementspolicies, in each case, in form and substance reasonably satisfactory to the Administrative Agent;. (db) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) Within 30 days after the Closing Date evidence (or such later date as the Administrative Agent may agree in its sole discretion), Holdings and the Borrower shall either (i) deliver a Securities Account Control Agreement for the existing Securities Account maintained by the Borrower on the Closing Date with Xxxxx Fargo Advisors, LLC and having account number 5953-1659 (the “Xxxxx Securities Account”), or (ii) close the Xxxxx Securities Account and move all Investment Property therein to a Securities Account with SVB, a Lender or any of their respective Affiliates, that is subject to a Securities Account Control Agreement. (c) Within 30 days after the termination of any Lien Closing Date (or such later date as the Administrative Agent may agree in favor of ePlus Groupits sole discretion), Inc.Holdings and the Borrower shall deliver to the Administrative Agent a fully executed source code escrow agreement, in form and substance reasonably satisfactory to the Administrative Agent;, among the Loan Parties, the Administrative Agent and Iron Mountain Intellectual Property Management, Inc. (or another Person reasonably acceptable to the Administrative Agent) with respect to services relating to the Loan Parties’ source codes for computer software programs constituting the Required Library (as defined in the Guarantee and Collateral Agreement). (ed) The Within 45 days after the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), Holdings and the Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty corrected certificates (60) days after the Closing Date the stock certificate together with appropriate instruments of Appian UKtransfer, executed in blank), if any, representing up to 65% of the total outstanding voting Capital Stock (and 100% of the issued and outstanding (voting and non-votingvoting Capital Stock) Capital Stock of Appian UK together with undated stock powerseach of the Japanese Subsidiary, Monotype Solutions India Pvt. Ltd. and Monotype Hong Kong Ltd., in blank, executed and delivered by a duly authorized officer of the Borrower in favor of the Administrative Agent, in form and substance reasonably satisfactory each case that is required to be pledged to the Administrative Agent;Agent pursuant to the Guarantee and Collateral Agreement. (fe) The By not later than December 31, 2015 (or such later date as the Administrative Agent may agree in its sole discretion), Holdings and the Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Date evidence that FontShop International Inc. and Xxxx Xxxxxxx Design Limited, each a certificate wholly-owned indirect Subsidiary of foreign qualification from each jurisdiction where the failure of any Loan Party to be qualified could reasonably be expected to Holdings, shall have a Material Adverse Effect; (g) The Borrower shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date a landlord waiver with respect to the Borrower’s headquarters, in form and substance reasonably satisfactory to the Administrative Agent; and (h) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date, a Securities Account Control Agreement with respect to that certain account number [] maintained with SVB, in each case in form and substance reasonably satisfactory to the Administrative Agentbeen dissolved or merged into another Group Member.

Post-Closing Conditions Subsequent. The Borrower shall satisfy each of the conditions subsequent to the Closing Date specified in this Section 5.3 to the reasonable satisfaction of the Administrative Agent, in each case, by no later than the date specified for such condition below (or such later date as the Administrative Agent shall agree in its reasonable discretion): (a) The Administrative Agent shall have completed a satisfactory initial collateral audit on or before the ninetieth (90th) day after the Closing Date. (b) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Date, the Appian UK Stock Pledge Agreement. (c) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date insurance endorsements, in form and substance reasonably satisfactory to the Administrative Agent; (d) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date evidence of the termination of any Lien in favor of ePlus Group, Inc., in form and substance reasonably satisfactory to the Administrative Agent; (e) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date the stock certificate of Appian UK, representing 100% of the issued and outstanding (voting and non-voting) Capital Stock of Appian UK together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower in favor of the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent; (f) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring thirty (30) days after the Closing Date a certificate of foreign qualification from each jurisdiction where the failure of any Loan Party to be qualified could reasonably be expected to have a Material Adverse Effect; (g) The Borrower shall use commercially reasonable efforts to cause to be delivered to the Administrative Agent by no later than the date occurring forty-five (45) days after the Closing Date a landlord waiver with respect to the Borrower’s headquarters, in form and substance reasonably satisfactory to the Administrative Agent; and (h) The Borrower shall cause to be delivered to the Administrative Agent by no later than the date occurring sixty (60) days after the Closing Date, a Securities Account Control Agreement with respect to that certain account number [] _________ maintained with SVB, in each case in form and substance reasonably satisfactory to the Administrative Agent.