Common use of Post-Closing Covenants Clause in Contracts

Post-Closing Covenants. (a) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements to the insurance policies of the Loan Parties, in each case naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable, in form and substance satisfactory to the Administrative Agent. (b) Not later than 120 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent current appraisals of the real property constituting Collateral and improvements thereto, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals to be in form and substance satisfactory to the Administrative Agent. (c) Not later than 60 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent an amendment to each Specified Lease Agreement duly executed by the Borrower and the applicable landlord, in each case in form and substance satisfactory to the Administrative Agent. (d) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent, for the benefit of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative Agent. (e) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative Agent.

Post-Closing Covenants. (a) Not later than 30 The Loan Parties shall deliver, or cause to be delivered, to the Administrative Agent, within 60 days after the Closing Date date hereof (or such later date as may be acceptable to the Administrative Agent may agree to in its sole discretion), (i) recorded copies of that certain First Amendment to Real Estate Mortgage, Security Agreement, Assignment of Rents and Profits and Fixture Financing Statement (the Borrower shall deliver "MCTC Mortgage Amendment"), that certain First Amendment to Real Estate Mortgage, Security Agreement, Assignment of Rents and Profits and Fixture Financing Statement (the "NIBI Mortgage Amendment") and that certain First Amendment to Real Estate Mortgage, Security Agreement, Assignment of Rents and Profits and Fixture Financing Statement (the "IdeaOne Mortgage Amendment" and, together with the MCTC Mortgage Amendment and the NIBI Mortgage Amendment, the "Mortgage Amendment"), and (ii) such date down endorsements to existing title insurance policies with respect to the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements to the insurance policies of the Loan Parties, in each case naming the Administrative Agent Mortgage Amendments as additional insured, mortgagee and lender loss payee, as applicable, in form and substance satisfactory to requested by the Administrative Agent. (b) Not later than The Loan Parties shall deliver, or cause to be delivered, to the Administrative Agent, within 120 days after the Closing Date date hereof (or such later date as the Administrative Agent may agree to in its sole discretion): (i) a favorable opinion of counsel to the applicable Loan Parties addressed to the Administrative Agent and the Lenders, or such other evidence which may be acceptable satisfactory to the Administrative Agent in its sole reasonable discretion), which provides that no Applicable Law of the Borrower shall deliver State of New York requires the approval by any Governmental Authority of the State of New York of such Loan Parties' execution and delivery of this Amendment Agreement, performance under this Amendment Agreement and the Loan Documents to which they are party, and the consummation of the transactions contemplated thereby, (ii) evidence reasonably satisfactory to the Administrative Agent current appraisals that the applicable Loan Party has opted out of the real property constituting Collateral Applicable Law of the State of New York relating to such Loan Party's provision of regulated services in such jurisdiction, or (iii) evidence reasonably satisfactory to the Administrative Agent (A) that the applicable Loan Parties have filed a notice or notices with the PUC of the State of New York of such Loan Parties' execution and improvements theretodelivery of this Amendment Agreement and the Loan Documents to which they are party and (B) that such notice(s) have been accepted by such PUC. (c) The Loan Parties shall deliver, prepared by an appraiser reasonably acceptable or cause to be delivered, to the Administrative Agent, such appraisals to be in form and substance satisfactory to the Administrative Agent. (c) Not later than 60 within 120 days after the Closing Date date hereof (or such later date as the Administrative Agent may agree to in its sole discretion): (i) a favorable opinion of counsel to the applicable Loan Parties addressed to the Administrative Agent and the Lenders, or such other evidence which may be acceptable satisfactory to the Administrative Agent in its sole reasonable discretion), which provides that no Applicable Law of the Borrower shall deliver State of Maryland requires the approval by any Governmental Authority of the State of Maryland of such Loan Parties' execution and delivery of this Amendment Agreement, performance under this Amendment Agreement and the Loan Documents to which they are party, and the consummation of the transactions contemplated thereby, (ii) evidence reasonably satisfactory to the Administrative Agent an amendment to each Specified Lease Agreement duly executed by the Borrower and that the applicable landlord, in each case in form and substance satisfactory to the Administrative Agent. (d) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent, for the benefit Loan Party has opted out of the Secured PartiesApplicable Law of the State of Maryland relating to such Loan Party's provision of regulated services in such jurisdiction, and in form or (iii) evidence reasonably acceptable satisfactory to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring A) that the Mortgage in respect applicable Loan Parties have filed a notice or notices with the PUC of the Albion, Michigan Property creates a valid first priority Lien upon State of Maryland of such Loan Parties' execution and delivery of this Amendment Agreement and the property subject Loan Documents to which they are party and (B) that such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and notice(s) have been accepted by such exceptions as are acceptable to the Administrative AgentPUC. (e) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative Agent.

Post-Closing Covenants. (a) Not No later than 30 days the 15th day after the Closing Date Fifth Amendment Effective Date, the Borrower shall, at its cost and expense, (i) cause Tiverton to become a Loan Party by executing the Guarantee and Collateral Agreement and each other applicable Security Document (other than Mortgages with respect to the parcels of real property of Tiverton, improvements thereto and fixtures thereon with respect to which Mortgages shall be granted pursuant to Section 4(b) of this Amendment (the “Tiverton Mortgaged Properties”)), in favor of the Collateral Agent; (ii) deliver, or such later date as may cause to be acceptable delivered, to the Administrative Agent and the Collateral Agent, as applicable, each of the items referred to in its sole discretionSection 4.02(b), (e), (i) and (o) of the Borrower shall deliver Credit Agreement with respect to Tiverton; and (iii) deliver, or cause to be delivered, to the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements a favorable written opinion of Xxxxx Day addressed to the insurance policies of the Loan PartiesIssuing Banks, in each case naming the Administrative Agent, the Collateral Agent as additional insured, mortgagee and lender loss payee, as applicable, in form the Lenders and substance reasonably satisfactory to the Administrative Agent. (b) Not No later than 120 days the 120th day after the Closing Date (or such later date as may be acceptable Fifth Amendment Effective Date, the Borrower shall, at its cost and expense, secure the Obligations by causing Tiverton to create perfected security interests with respect to the Administrative Agent in its sole discretion)Tiverton Mortgaged Properties. To that effect, the Borrower shall cause Tiverton to execute each applicable Security Document with respect to the Tiverton Mortgaged Properties in favor of the Collateral Agent, to deliver to the Collateral Agent each of the items referred to in Section 4.02(f), (g) and (j) of the Credit Agreement with respect to the Tiverton Mortgaged Properties, and to deliver to the Administrative Agent current appraisals favorable written opinions of Xxxxx Day and of Xxxxxxxx, Xxxxx and Xxxxxx, LLP, each addressed to the real property constituting Collateral and improvements theretoIssuing Banks, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals to be in form the Collateral Agent and substance the Lenders and reasonably satisfactory to the Administrative Agent. (c) Not later than 60 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent an amendment to each Specified Lease Agreement duly executed by the Borrower and the applicable landlord, in each case in form and substance satisfactory to the Administrative Agent. (d) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent, for the benefit of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative Agent. (e) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative Agent.

Post-Closing Covenants. (a) Not later than 30 days after The Purchaser shall create and perfect the Closing Date (or such later date as may be acceptable to pledge over the Administrative Agent Purchaser Pledged Shares in its sole discretion), the Borrower shall deliver to the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements to the insurance policies of the Loan Parties, in each case naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable, in form and substance satisfactory to the Administrative AgentExisting Senior Lenders within the next 2 (two) Business Day from the Closing Date or such other timelines as may be agreed by the concerned Existing Senior Lenders. (b) Not later than 120 days after Within a period of 3 (three) Business Day from the Closing Date (or such later date as may be acceptable Date, the Purchaser shall provide to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent current appraisals Sellers a copy of the real property constituting Collateral beneficiary position statement from the relevant depository participants in respect of AZR Genco and improvements thereto, prepared by an appraiser reasonably acceptable to AZI SPVs evidencing that the Administrative Agent, such appraisals to be in form Purchaser and substance satisfactory to Purchaser Nominees have been recorded as the Administrative Agentbeneficial owner of the respective Sale Shares. (c) Not later than 60 days after On and from the Closing Date (or such later date as may be acceptable Date, the Sellers shall not have any obligations towards the employees on the rolls of the Group SPVs. In particular, the Parties agree that the obligation and liability to make gratuity payments to the Administrative Agent employees of the Group SPVs under the Payment of Gratuity Act, 1972 shall be the sole responsibility of the Purchaser and that no claims in its sole discretion), this regard shall be made against the Borrower shall deliver Sellers including for gratuity payments for the period prior to the Administrative Agent an amendment to each Specified Lease Agreement duly executed by the Borrower and the applicable landlord, in each case in form and substance satisfactory to the Administrative AgentClosing Date. (d) Not later than 30 days after Within a period of 18 (eighteen) months from the Closing Date (or such later date as may be acceptable Date, AZ Saturn shall have procured prior approval from Delhi Metro Rail Corporation in relation to the Administrative Agent DMRC Project for the transfer of more than 49% (Forty Nine Percent) of AZI’s shareholding in its sole discretion), the Borrower shall deliver AZ Saturn to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent, for the benefit of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative Agent.Purchaser; and (e) Not later The Sellers shall endeavour to procure prior approval of Green Energy Development Corporation of Odisha Limited for the transfer of more than 30 days after 49% (Forty Nine Percent) of AZI’s shareholding in AZ Mercury to the Purchaser in an expeditious manner, and in case such approval is not given by Green Energy Development Corporation of Odisha Limited, then the RG Closing Date (as such date may be extended for AZ Mercury shall occur on the expiry of any lock-in restritions set out in the sole discretion relevant PPA, which lock-in expires on 31 March 2024, post which the shares of AZ Mercury forming part of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver Balance RG Sale Shares can be transferred to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, Purchaser as per the terms of the relevant PPA and shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative Agentthis Agreement.

Post-Closing Covenants. Unless the dates set forth below are extended with the written consent of the Collateral Agent: (ai) Not later than Within 30 days after following the Closing Date Date, the Company shall have entered into a collateral account security agreement (the “Collateral Account Agreement”, and such blocked account, the “Collateral Account”), in form and substance reasonably satisfactory to the Collateral Agent with the Company and a commercial banking institution that is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $250,000,000 (the “Collateral Account Bank”), which is reasonably satisfactory to the Collateral Agent. (ii) Within 60 days following the Closing Date, the Company shall duly execute and deliver mortgages (the “Mortgages”) covering each of the real property described in Column (1)(A) of Schedule I attached to the Notes (the “Properties”), in form and substance reasonably satisfactory to the Collateral Agent and shall have paid any mortgage, transfer and/or other recording taxes related thereto, unless the failure to obtain the Mortgage with respect to Central Resort Property is not attributable to the actions or inactions of the Company, in which case, such later date period shall be extended for a reasonable period of time not to exceed 30 days. (iii) Within 60 days following the Closing Date, the Company shall have delivered evidence to each Buyer that each of the Mortgages shall have been filed of record, in the applicable real property records of such applicable jurisdiction set forth in each such Mortgage and covering the Properties, unless the failure to deliver such evidence with respect to Central Resort Property is not attributable to the actions or inactions of the Company, in which case, such period shall be extended for a reasonable period of time not to exceed 30 days. (iv) Concurrently with the delivery of the Mortgages, the Company shall cause to be delivered to the Collateral Agent an opinion of the Company’s outside Hawaii counsel in form and substance reasonably satisfactory to the Collateral Agent. (v) Within 60 days following the Closing Date, the Company shall have delivered to the Collateral Agent an ALTA mortgagee title insurance policy (the “Mortgage Policy”) (or, if such Property is in a state which does not permit the issuance of such ALTA policy, such form as shall be permitted in such state and reasonably acceptable to the Collateral Agent), issued by First American Title or another title insurance company satisfactory to the Collateral Agent (the “Title Insurance Company”) with respect to each of the Properties, in an amount satisfactory to the Collateral Agent with respect to each such Property, which amount shall not exceed the fair market value for such Property, or in the aggregate for all Properties, the aggregate principal amount of the Notes, assuring the Collateral Agent that each of the Mortgages create a valid and enforceable mortgage lien subject only to Permitted Liens (as defined in the Notes) on such Property, free and clear of all defects and encumbrances other than Permitted Liens (as defined in the Notes) and those which are usual and customary or permitted by the Collateral Agent in its reasonable discretion, which Mortgage Policy shall be in form and substance reasonably satisfactory to the Collateral Agent and containing such endorsements as shall be reasonably satisfactory to the Collateral Agent and for any other matters that the Collateral Agent may reasonably request, and providing affirmative insurance as the Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Collateral Agent. In the event the Collateral Agent reasonably requests the deletion of any standard or printed exceptions, the Company shall provide customary affidavits, and other similar instruments as are reasonably required by the Title Insurance Company for the deletion of any standard or printed exceptions, in any title insurance policies issued pursuant thereto. Without limiting the foregoing, the Company agrees to execute and deliver to the Title Insurance Company such agreements, assurances and indemnities as may be required by the Title Insurance Company to issue the Mortgage Policy without any exception for unrecorded leases and matters arising from or affecting the same and with specific coverage against priority of mechanic’s liens. (vi) Within 30 days following the Closing Date, the Company shall have delivered to the Collateral Agent a zoning report on each of the Properties, from the Planning and Zoning Resource Corporation, in a form reasonably satisfactory to the Collateral Agent and confirming that the State land use classifications, development/general plan designations, and zoning classification for each of the Properties is as shown on Schedule I. (vii) Within five days following the Closing Date, the Company shall have provided to the Collateral Agent copies from its files of all contracts and documents affecting each of the Properties that are in the Company’s possession. (viii) Within 45 days following the Closing Date, the Company shall have obtained and delivered to the Collateral Agent a current survey for the Company’s headquarters in Kahului, Hawaii and for the Merriman’s restaurant parcel, all certified to the Title Insurance Company and the Collateral Agent and their successors and assigns, in form and content reasonably satisfactory to the Collateral Agent and prepared by a professional and properly licensed land surveyor reasonably satisfactory to the Collateral Agent in accordance with the Accuracy Standards for ALTA/ACSM Land Title Surveys as adopted by ALTA, American Congress on Surveying & Mapping and National Society of Professional Surveyors in 2005. Such surveys shall reflect the same legal description contained in the Mortgage Policy and shall include, among other things, a metes and bounds description of the real property comprising part of each of the Properties reasonably satisfactory to the Collateral Agent. The surveyor’s seal shall be affixed to such survey and the surveyor shall provide a certification for such survey in form and substance reasonably acceptable to the Administrative Collateral Agent. Within 60 days following the Closing Date, unless the Title Insurance Company deletes all survey exceptions from the title insurance policy, the Company shall have obtained and delivered to the Collateral Agent an aerial survey for all Properties (other than for the Company’s headquarters in Kahului, Hawaii and for the Merrimac restaurant parcel), all certified to the Title Insurance Company and the Collateral Agent and their successors and assigns, in form and content reasonably satisfactory to the Collateral Agent and prepared by a professional and properly licensed land surveyor reasonably satisfactory to the Collateral Agent in its sole discretion)accordance with the Accuracy Standards for ALTA/ACSM Land Title Surveys as adopted by ALTA, American Congress on Surveying & Mapping and National Society of Professional Surveyors in 2005, subject to modification as provided in Item 15 from Table A to such Accuracy Standards if and to the extent acceptable to Collateral Agent. Notwithstanding the foregoing, if the failure to deliver the aerial surveys is not attributable to the actions or inactions of the Company, the Borrower 60 day period may be extended by the Company for a reasonable period of time not to exceed 30 days. (ix) Within 60 days following the Closing Date, the Company shall deliver obtained and delivered to the Administrative Collateral Agent evidence that the Collateral Agent has been named (i) as an additional insured, mortgagee and lender loss payable special endorsements as its interests may appear, under all general liability insurance policies applicable to the insurance policies of the Loan Parties, in each case naming the Administrative Agent Properties and (ii) as additional insured, mortgagee and lender a loss payee, as applicableits interest may appear, under all casualty insurance policies applicable to the Properties. (x) Within ten days following the Closing Date, in accordance with the terms of the Security Documents, the Company shall have delivered to the Collateral Agent appropriate financing statements on Form UCC-1 to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the liens and/or security interests purported to be created by each Security Document. (xi) Within ten days following the Closing Date the Company shall have delivered or caused to be delivered to each Buyer (i) true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except as otherwise agreed in writing by the Buyers, shall cover any of the Real Property Collateral (as defined in the Notes) other than Permitted Liens (as defined in the Notes) and the results of searches for any tax lien and judgment lien filed against such Person or its property, which results, except as otherwise agreed to in writing by the Buyers shall not show any such Liens (as defined in the Security Documents) other than Permitted Liens; and (ii) a perfection certificate, a form of which may be delivered by the Collateral Agent at or prior to Closing, duly completed and executed by the Company and each of its Subsidiaries, in form and substance satisfactory to the Administrative AgentBuyers. (bxii) Not later than 120 days after the Closing Date (or such later date as may be acceptable Notwithstanding anything herein to the Administrative Agent contrary, all premiums, fees, costs and expenses in its sole discretionconnection with the Company’s compliance with this Section 4(s), including fees charged by the Borrower Title Insurance Company for any such title reports, title insurance policies and surveys, shall deliver to be borne wholly by the Administrative Agent current appraisals of the real property constituting Collateral and improvements thereto, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals to be in form and substance satisfactory to the Administrative AgentCompany. (cxiii) Not later than 60 Within ten days after of the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion)Date, the Borrower Company shall deliver to have delivered copies of any archeological studies, reports or the Administrative Agent an amendment to each Specified Lease Agreement duly executed by the Borrower and the applicable landlord, in each case in form and substance satisfactory to the Administrative Agent. (d) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent, for the benefit of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring like that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof Company has obtained with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative AgentProperties or any portion thereof. (e) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative Agent.

Post-Closing Covenants. (a) Not later than 30 Within 90 days after of the Closing Date (or such later date as may be is acceptable to the Administrative Agent in its sole discretion), the Borrower Company shall deliver to the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements (i) maps or plats of an as built survey of the sites of the real property covered by the Mortgage delivered on the Closing Date certified to the Administrative Agent and the title insurance policies company issuing the policy with respect to such real property in a manner reasonably satisfactory to each of the Loan PartiesAdministrative Agent and such title insurance company by an independent professional licensed land surveyor; and (ii) survey related endorsement(s) to the ALTA mortgagee lender's title insurance policy to be issued with respect to such real property on the Closing Date reasonably requested by the Administrative Agent in connection with such survey, in each case naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicablecase, in form and substance satisfactory reasonably acceptable to the Administrative Agent. (b) Not later than 120 . Within 60 days after of the Closing Date (or such later date as may be is acceptable to the Administrative Agent in its sole discretion), the Borrower Company shall deliver to the Administrative Agent current appraisals of the real property constituting Collateral and improvements theretoa deposit account control agreement with respect to Florists' Transworld Delivery, prepared by an appraiser reasonably acceptable Inc.'s main concentration account at Xxxxx Fargo Bank, National Association. (b) The Company shall take or cause to be taken all such actions as are necessary to deliver to the Administrative Agent, such appraisals to be in form and substance satisfactory to the Administrative Agent. (c) Not later than 60 within 30 days after of the Closing Date (or such later date longer period as may be is acceptable to the Administrative Agent in its sole and absolute discretion): (i) an executed Foreign Pledge Agreement with respect to 66% of the Capital Stock owned on the Closing Date by the Company or a Guarantor of FTD UK Holdings Limited, and take all such other actions under the Laws of England, and/or deliver all documents and evidence (including copies of share certificates, other documents of title, transfers and stock transfer forms duly executed in blank), as the Borrower Administrative Agent may reasonably deem necessary or advisable to perfect or otherwise protect such Lien, and (ii) an opinion of counsel (which counsel shall deliver be reasonably satisfactory to the Administrative Agent) under the Laws of England with respect to the creation and perfection of the security interests in favor of the Administrative Agent an amendment to each Specified Lease Agreement duly executed in such Collateral and such other matters governed by the Borrower and Laws of England regarding such security interests as the applicable landlordAdministrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent, for the benefit of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative Agent. (e) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative Agent.

Post-Closing Covenants. (a) Not No later than 30 days the 15th day after the Closing Date Fifth Amendment Effective Date, the Borrower shall, at its cost and expense, (i) cause Tiverton to become a Loan Party by executing the Guarantee and Collateral Agreement and each other applicable Security Document (other than Mortgages with respect to the parcels of real property of Tiverton, improvements thereto and fixtures thereon with respect to which Mortgages shall be granted pursuant to Section 4(b) of this Amendment (the “Tiverton Mortgaged Properties”)), in favor of the Collateral Agent; (ii) deliver, or such later date as may cause to be acceptable delivered, to the Administrative Agent and the Collateral Agent, as applicable, each of the items referred to in its sole discretionSection 4.02(b), (e), (i) and (o) of the Borrower shall deliver Credit Agreement with respect to Tiverton; and (iii) deliver, or cause to be delivered, to the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements a favorable written opinion of Jxxxx Day addressed to the insurance policies of the Loan PartiesIssuing Banks, in each case naming the Administrative Agent, the Collateral Agent as additional insured, mortgagee and lender loss payee, as applicable, in form the Lenders and substance reasonably satisfactory to the Administrative Agent. (b) Not No later than 120 days the 120th day after the Closing Date (or such later date as may be acceptable Fifth Amendment Effective Date, the Borrower shall, at its cost and expense, secure the Obligations by causing Tiverton to create perfected security interests with respect to the Administrative Agent in its sole discretion)Tiverton Mortgaged Properties. To that effect, the Borrower shall cause Tiverton to execute each applicable Security Document with respect to the Tiverton Mortgaged Properties in favor of the Collateral Agent, to deliver to the Collateral Agent each of the items referred to in Section 4.02(f), (g) and (j) of the Credit Agreement with respect to the Tiverton Mortgaged Properties, and to deliver to the Administrative Agent current appraisals favorable written opinions of Jxxxx Day and of Hxxxxxxx, Xxxxx and Sxxxxx, LLP, each addressed to the real property constituting Collateral and improvements theretoIssuing Banks, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals to be in form the Collateral Agent and substance the Lenders and reasonably satisfactory to the Administrative Agent. (c) Not later than 60 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent an amendment to each Specified Lease Agreement duly executed by the Borrower and the applicable landlord, in each case in form and substance satisfactory to the Administrative Agent. (d) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent, for the benefit of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative Agent. (e) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative Agent.

Post-Closing Covenants. (a) Not later than The Company shall ensure that, as soon as reasonably practicable but in any event within 30 days after of the Closing Date (or such later date longer period as the Administrative Agents may be acceptable agree), the Board of Directors of the Company elected immediately following completion of the Acquisition shall have ratified (i) the Business Plan delivered to the Administrative Agent in its sole discretion), Agents at closing pursuant to Section 3.1(i) (BUSINESS PLAN) and (ii) the Borrower shall deliver execution and delivery of this Agreement and the other Loan Documents to the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements to the insurance policies of the Loan Parties, in each case naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable, in form and substance satisfactory to the Administrative Agentwhich it is a party. (b) Not later than The Company shall ensure that, as soon as reasonably practicable but in any event within 120 days after of the Closing Date (or such later date longer period as the Administrative Agents may agree), a current ALTA survey and a surveyor's certificate, zoning letters and certificates of occupancy for each mortgaged Material Property, along with survey endorsements for any title insurance policies issued on or about the Closing Date in respect of each mortgaged Material Property and such other information reasonably requested in respect of such Material Property, shall be acceptable delivered to the relevant Administrative Agent in its sole discretion(or, with respect to mortgaged Material Properties located outside the United States of America, the equivalent customary comfort provided to secured creditors pursuant to local practice, if any), the Borrower all of which shall deliver to the Administrative Agent current appraisals of the real property constituting Collateral and improvements thereto, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals to be satisfactory in form and substance satisfactory to the relevant Administrative Agent. (c) Not later than 60 The Company shall ensure that, as soon as reasonably practicable but in any event (i) within 45 days after of the Closing Date (or such later date longer period as may be acceptable to the Foreign Administrative Agent in its sole discretionmay agree), the German Borrower shall deliver evidence to the Foreign Administrative Agent an amendment to each Specified Lease Agreement duly executed by demonstrating that the Borrower and the applicable landlord, in each case in form and substance satisfactory to the Administrative Agent. (d) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Foreign Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent, (for the benefit of the Secured Parties) has a valid and perfected security interest in the Real Property owned by the German Borrower, by delivering an excerpt from the Land Register of the Local Court of Offenbach am Main/Germany evidencing that a first priority land charge has been registered in favor of the Foreign Administrative Agent, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect ii) within seven days of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative Agent. (e) Not later than 30 days after the Closing Date (or such longer period as such date may be extended in the sole discretion of the Foreign Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)may agree), the German Borrower shall deliver evidence to the Foreign Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as demonstrating that the Foreign Administrative Agent may reasonably request (for the benefit of the Secured Parties) has a valid and perfected security 113 interest in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable bank accounts owned by the German Borrower, by delivering evidence to the Foreign Administrative AgentAgent that the German Borrower's banks have been notified of the pledge over bank accounts agreement between the German Borrower and the Foreign Administrative Agent pursuant to Section 9.2 of such agreement.

Post-Closing Covenants. (ai) Not later than 30 On or before the date that is thirty (30) days after the Closing Date (or such later which date as may be acceptable to the extended in writing by Administrative Agent in its sole discretion), the each Borrower shall deliver to the obtain Lender’s loss payable and additional insured endorsements in favor of Administrative Agent additional insured, mortgagee and lender loss payable special endorsements to the insurance policies of the Loan Parties, in each case naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable, in form and substance satisfactory to the Administrative Agent. (b) Not later than 120 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent current appraisals of the real property constituting Collateral and improvements thereto, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals to be in form and substance satisfactory to the Administrative Agent. (c) Not later than 60 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent an amendment to each Specified Lease Agreement duly executed by the Borrower and the applicable landlord, in each case in form and substance satisfactory to the Administrative Agent. (d) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent, for the benefit of the Secured PartiesLenders, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative Agent. (e) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative Agent. (ii) Within sixty (60) days of the Closing Date (or such later date as agreed in writing by the Administrative Agent) Borrowers shall have delivered evidence of any required changes to the Borrowers’ insurance coverage (1) pursuant to the written recommendations of Harbor Group Consulting LLC and (2) as otherwise mutually agreed between Borrowers and Administrative Agent in their collective commercially reasonable discretion. (iii) Within ninety (90) days of the Closing Date, Borrowers shall have delivered to Administrative Agent evidence acceptable to Administrative Agent that each of the Passive Holdco Subsidiaries have been dissolved. (iv) On or before January 31, 2024, Borrowers shall have delivered to Administrative Agent satisfactory evidence that all required approvals pursuant to the Robust MIPA have been obtained. (v) Borrowers acknowledge that Administrative Agent may, following the date hereof, order and obtain, with respect to the Hagerstown Property, (A) an ALTA Survey, (B) a Phase I Environmental Site Assessment and (C) an appraisal. All of the foregoing items are collectively referred to as the “Post-Closing Real Estate Deliverables.” To the extent that any of the Post Closing Real Estate Deliverables disclose or reveal any condition at the Hagerstown Property which, in Administrative Agent’s reasonable discretion, is or could have a Material Adverse Effect with respect to the Hagerstown Property, any Obligor or any Mortgage, then Borrowers shall, within thirty (30) days of Administrative Agent’s notice of such condition, remediate and cure such condition to the reasonable satisfaction of Administrative Agent. Borrowers shall execute and deliver such affidavits, certificates, documents and statements as required by Administrative Agent and/or any title insurer in connection with Administrative Agent obtaining any such Post-Closing Real Estate Deliverables. (vi) Borrowers shall reimburse Administrative Agent for the cost of obtaining each of the Post Closing Real Estate Deliverables (such amounts, the “Post-Closing Real Estate Deliverables Expenses”) and has escrowed with Administrative Agent on the date hereof, the sum of $17,825.00 (such amount, the “Post-Closing Real Estate Deliverables Expenses Deposit”) to be applied toward the Post-Closing Real Estate Deliverables Expenses. To the extent the Post-Closing Real Estate Deliverables Expenses Deposit exceeds the total amount of Post-Closing Real Estate Deliverables Expenses, then Administrative Agent will refund such balance to Borrowers. To the extent the Post-Closing Real Estate Deliverables Expenses exceed the total amount of Post-Closing Real Estate Deliverables Expenses Deposit, then Borrowers will reimburse Administrative Agent for such deficiency within thirty (30) days of Administrative Agent’s request therefor. (vii) Within (A) fifteen (15) days after the Closing Date, Borrowers shall deliver to Administrative Agent evidence that the Hagerstown Deed of Trust has been submitted for recording in the Washington County, Maryland land records and (B) within sixty (60) days after the Closing Date, Borrowers shall deliver to Administrative Agent evidence of the recording of the Hagerstown Deed of Trust in the Washington County, Maryland land records, but which sixty (60) day period shall be extended by Administrative Agent for an additional reasonable period, provided Borrowers are using commercially reasonable efforts to retrieve and forward such recorded Hagerstown Deed of Trust to Administrative Agent.

Post-Closing Covenants. (a) Not later than 30 days after the Closing Date (or such later date The Company agrees and covenants as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements to the insurance policies of the Loan Parties, in each case naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable, in form and substance satisfactory to the Administrative Agent.follows: (bi) Not later than 120 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion)To, the Borrower shall deliver to the Administrative Agent current appraisals of the real property constituting Collateral and improvements thereto, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals to be in form and substance satisfactory to the Administrative Agent. (c) Not later than within 60 days after the Closing Date Date, prepare and file the Resale Prospectus; (or ii) To promptly prepare and file with the Commission such later date amendments and supplements to the Registration Statement and the Resale Prospectus as may be acceptable necessary to keep the Registration Statement effective until the earlier of (A) two years from the date of filing of the Resale Prospectus with the Commission, provided, however, that such two year time period will automatically be extended by the number of days, if any, during which there is in effect any stop order or other suspension of the effectiveness of the Registration Statement, and (B) such time as the New Shares purchased pursuant to the Administrative Agent Standby Purchase Commitment become eligible for resale by the Standby Purchaser or its Affiliates without any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act or any other rule of similar effect; provided that, for the avoidance of doubt, in its sole discretionno event shall the Company have any obligation to keep the Registration Statement effective after such time as all of the New Shares have been sold pursuant to the Resale Prospectus or Rule 144 (the “Registration Period”), the Borrower shall ; (iii) To deliver to the Administrative Agent an amendment Standby Purchaser a copy of the Resale Prospectus and to each Specified Lease Agreement duly executed give the Standby Purchaser the opportunity to review and comment on any disclosure in the Resale Prospectus relating to the Standby Purchaser; (iv) To take all action reasonably necessary to cause the New Shares purchased pursuant to the Standby Purchase Commitment to be listed on the NASDAQ Global Market within 15 days of their issuance; (v) To furnish to the Standby Purchaser such number of copies of the Resale Prospectus, prospectus supplements and such other documents as the Standby Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the New Shares purchased pursuant to the Standby Purchase Commitment by the Borrower and Standby Purchaser; (a) To register, qualify or make a determination of exemption for the applicable landlord, in each case in form and substance satisfactory New Shares purchased pursuant to the Administrative Agent. Standby Purchase Commitment under such securities or “blue sky” laws of such jurisdictions as the Standby Purchaser reasonably requests, (b) prepare and file in such jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (c) take all such other lawful actions as may be necessary to maintain such registrations, qualifications and exemptions in effect at all times during the Registration Period, and (d) Not later than 30 days after take all such other lawful actions reasonably necessary or advisable to qualify the Closing Date (or such later date as may be acceptable New Shares purchased pursuant to the Administrative Agent Standby Purchase Commitment for sale in its sole discretion)such jurisdictions; provided, the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agenthowever, for the benefit of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage Company shall not be required in respect connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to process in any such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative Agent.jurisdiction; (evii) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request To bear all expenses in connection with the Administrative Agent’s lender’s title insurance policies procedures in respect paragraphs (i) through (vi) of each Mortgage in form this Section 6.1(b) and substance reasonably acceptable the preparation of the Resale Prospectus relating to the Administrative AgentNew Shares purchased pursuant to the Standby Purchase Commitment (including the fees and expenses, if any, of counsel or other advisers to the Standby Purchaser up to an aggregate limitation set forth in Section 11(a) hereof), other than underwriting discounts, brokerage fees and commissions incurred by the Standby Purchaser, if any, in connection with the offering of such New Shares pursuant to the Resale Prospectus; (viii) To cause the Resale Prospectus, and any post-effective amendments thereto to comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act and, as of their respective dates, to not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ix) As promptly as practicable after becoming aware of such event, notify the Standby Purchaser of the occurrence of any event, as a result of which the Resale Prospectus, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare a supplement to the Resale Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement to the Standby Purchaser as it may reasonably request; (x) As promptly as practicable after becoming aware of such event, notify the Standby Purchaser of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; and (xi) In order to enable the Standby Purchaser to sell the New Shares under Rule 144 under the Securities Act, for a period of two years from the date of the filing of the Resale Prospectus with the Commission, use reasonable efforts to comply with the requirements of Rule 144, including without limitation, its reasonable efforts to comply with the requirements of Rule 144(c)(1) with respect to public information about the Company and to timely file all reports required to be filed by the Company under the Exchange Act.

Post-Closing Covenants. (a) Not later CAI shall provide the Administrative Agent with not less than 30 days after ten (10) Business Days’ prior written notice of the Closing Date consummation of the MHC Acquisition Migration (or such later date as the Administrative Agent may be acceptable agree in its sole discretion), and on or prior to the date that CAL or any other Loan Party changes its jurisdiction of incorporation or formation in connection with the MHC Acquisition Migration, the Borrowers shall have authorized or delivered to the Administrative Agent such filings, recordings, and instruments and taken such other actions necessary or desirable in the opinion of the Administrative Agent to maintain without interruption, protect and preserve its perfected first priority security interests in the Collateral (subject only to Permitted Liens that are entitled to priority under applicable law). (b) No later than five (5) days after the consummation of the MHC Acquisition and the MHC Acquisition Migration (or such later date as the Administrative Agent may agree in its sole discretion), the Borrower Borrowers shall deliver to the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements to the insurance policies copies of any of the Loan Parties, Borrowers’ Governing Documents that have been amended in each case naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable, in form and substance satisfactory to the Administrative Agentconnection with such transaction. (bc) Not No later than 120 thirty (30) days after the Closing Date first to occur of: (i) the closing of the merger contemplated by the MHC Acquisition Agreement, (ii) the termination of the MHC Acquisition Agreement, and (iii) February 28, 2022 (or such later date as may be acceptable to the Administrative Agent may agree in its sole discretion), the Borrower Borrowers shall deliver cause CAL Holding Company to the Administrative Agent current appraisals of the real property constituting Collateral and improvements theretodissolve or merge with a Borrower, prepared by an appraiser reasonably acceptable or take such other actions to the Administrative Agent, such appraisals cause CAL Holding Company to be in form and substance satisfactory to the Administrative Agent. (c) Not later than 60 days after the Closing Date (or such later date become a Guarantor as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent an amendment to each Specified Lease Agreement duly executed reasonably requested by the Borrower and the applicable landlord, in each case in form and substance satisfactory to the Administrative Agent. (d) Not No later than 30 thirty (30) days after the Closing Effective Date (or such later date as may be acceptable to the Administrative Agent may agree in its sole discretion), the Borrower Borrowers shall deliver have made all filings necessary to cause the Credit Agreement to be stamped in Barbados pursuant to the provisions of the Stamp Duty Act, Cap. 91 of the laws of Barbados, with stamp duty covering aggregate indebtedness in the amount of $1,500,000,000, and shall use commercially reasonable efforts thereafter to cause a duly stamped copy of the Credit Agreement to be returned to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent, for the benefit of the Secured Parties, and in form as soon as reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative Agentpracticable. (e) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative Agent.

Post-Closing Covenants. (a) Not later than Borrowers will, on or before the date that is 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion)Date, the Borrower shall deliver to the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements to the insurance policies of the Loan Parties, in each case naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicableMortgages, in form and substance satisfactory to Agent and duly executed and delivered by the Administrative Agentapplicable Borrower, with respect to the owned Real Property Collateral. (b) Not later than 120 Borrowers will, on or before the date that is 45 days after the Closing Date Date, deliver to Agent mortgagee title insurance policies (or such later date as may be acceptable marked commitments to issue the Administrative same) for the owned Real Property Collateral issued by a title insurance company satisfactory to Agent in its sole discretion)(each a “Mortgage Policy” and, collectively, the Borrower “Mortgage Policies”) in amounts satisfactory to Agent assuring Agent that the Mortgages on such owned Real Property Collateral are valid and enforceable first priority mortgage Liens on such owned Real Property Collateral free and clear of all defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall deliver to the Administrative Agent current appraisals of the real property constituting Collateral and improvements thereto, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals to be in form and substance satisfactory to the Administrative Agent. (c) Not later than 60 days Borrowers will use commercially reasonable efforts to deliver to Agent as promptly as practicable after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent an amendment to each Specified Lease Agreement duly executed by the Borrower and the applicable landlord, in each case i) Mortgages in form and substance satisfactory to Agent and duly executed and delivered by the Administrative Agent. (d) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion)applicable Borrower, the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent, for the benefit of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Propertyleased Real Property Collateral, and (ii) Mortgage Policies for the leased Real Property Collateral in amounts satisfactory to Agent assuring Agent that the Mortgages on such exceptions as leased Real Property Collateral are acceptable to the Administrative Agent. (e) Not later than 30 days after the Closing Date (as valid and enforceable first priority mortgage Liens on such date may be extended in the sole discretion leased Real Property Collateral free and clear of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavitsall defects and encumbrances except Permitted Liens, and the Mortgage Policies otherwise shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage be in form and substance reasonably acceptable satisfactory to the Administrative Agent.

Post-Closing Covenants. (a) Not later than 30 Holdings shall, and shall cause its Subsidiaries to, on or prior to sixty (60) days after the Closing Effective Date (or such later date as may be acceptable approved by the Administrative Agent in its sole discretion), deliver additional insured and lenders loss payee endorsements as described in Section 9.03. (b) Holdings shall, and shall cause its Subsidiaries to, on or prior to sixty (60) days after the Effective Date (or such later date as may be approved by the Administrative Agent in its sole discretion), appoint a Backup Servicer that is satisfactory to the Administrative Agent in its sole discretion and enter into a Backup Servicing Agreement that is satisfactory to the Administrative Agent in its sole discretion. (c) Holdings shall, and shall cause its Subsidiaries to, provide thirty (30) days prior written notice to the Administrative Agent if any of Holdings or its Subsidiaries intends to materially modify any of their business operations or product offerings. Holdings shall, and shall cause its Subsidiaries to, (i) in a manner satisfactory to the Administrative Agent, cooperate with and assist the Reviewing Parties in connection with any Reviewing Party’s review of any such business operation modifications and new product offers as well as any other regulatory reviews or due diligence related to the business and operations of Holdings and its Subsidiaries after the Effective Date, (ii) review and consider in good faith any issues raised by, or comments, recommendations or guidance from, any Reviewing Party with respect to the foregoing and (iii) within thirty (30) days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) of any of Holdings’ or its Subsidiaries’ receipt of written notice of any comments, recommendations or guidance from a Reviewing Party, resolve or address any such issues, in each case, in a manner satisfactory to the Administrative Agent. (d) Within ninety (90) days of the Effective Date (provided, that such period shall be extended for additional 30 day periods if the Borrower is diligently implementing such changes in good faith and the Administrative Agent has requested additional changes), the Borrower shall implement or cause to be implemented the following enhanced policies, procedures and internal controls (to the reasonable satisfaction of the Administrative Agent): (i) In all states and for all consumer loan products that may qualify as Eligible Receivables, revise consumer credit applications to inquire as to sources of income rather than wages; (ii) Revise applicable collection policies and procedures to comply with all card association rules (including Visa Operating Rule 5.9.10.1); (iii) Revise the Customer Relations Manual to reflect compliance with the association rules referenced in Section 6.14(e)(ii); (iv) Provide information to the Administrative Agent as to how account adjustments are documented for the consumer and whether or not new ACH authorizations are obtained and describe whether state contractual requirements related to these modifications are satisfied; (v) Develop new debt collection scripts related to CFPB guidance; (vi) Provide information on the number of Receivables that are pursued in small-claims court directly or through Ad Astra on behalf of the Borrower and its Subsidiaries; and (vii) To the extent applicable to any particular consumer loan product that may qualify as Eligible Receivables, develop loan-to-value policies and procedures that are implemented in connection with the offering of all consumer loan products. (e) Within twenty (20) days of the Effective Date, the Borrower shall deliver, or shall cause to be delivered, to the Administrative Agent any county-level lien searches in connection with any Originator that was not delivered to the Administrative Agent on or prior to the Effective Date. The Borrower shall remedy, or shall cause to be remedied, any liens listed in such missing lien searches that are not Permitted Liens. (f) Within thirty (30) days after the Effective Date (or such later date as may be approved by the Administrative Agent in its sole discretion), the Borrower shall deliver enter into a Collection Agency Agreement in a form substantially satisfactory to the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements to that shall replace the insurance policies Collection Agency Agreement entered into as of the Loan Parties, in each case naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable, in form and substance satisfactory to the Administrative AgentEffective Date. (b) Not later than 120 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent current appraisals of the real property constituting Collateral and improvements thereto, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals to be in form and substance satisfactory to the Administrative Agent. (c) Not later than 60 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent an amendment to each Specified Lease Agreement duly executed by the Borrower and the applicable landlord, in each case in form and substance satisfactory to the Administrative Agent. (d) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent, for the benefit of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative Agent. (e) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative Agent.

Post-Closing Covenants. (a) Not later than Within 30 days after the Closing Date date hereof, Parent shall deliver to Administrative Agent a schedule detailing each of the Deposit Accounts and Security Accounts of its Subsidiaries unless such Deposit Accounts and Securities Accounts are already listed on Schedule 4.17 to the Credit Agreement. The failure to comply with the foregoing post-closing covenant in this clause (a) shall constitute an immediate Event of Default under the Credit Agreement. (b) Within 30 days after the date hereof (or such later date longer period as may shall be acceptable to approved by the Administrative Agent in its sole reasonable discretion), Parent shall cause each of Veraz Networks LTDA, a company incorporated under the Borrower shall deliver laws of Brazil (the “Brazilian Subsidiary”), and Veraz Networks, Ltd., a company incorporated under the laws of Israel (the “Israeli Subsidiary”; and collectively with the Brazilian Subsidiary, the “New Subsidiaries” and each, a “New Subsidiary”), to become a Guarantor under the Credit Agreement and the Loan Documents and to grant to Administrative Agent for the benefit of the Lenders a lien upon the assets of each New Subsidiary; provided that the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements shall grant such exceptions to the insurance policies assets upon which a lien is required as may be commercially reasonable in light of the Loan Partiesbenefits to be provided by a lien on such assets in light of the costs and expenses required to obtain such lien; provided further that the New Subsidiaries shall have a commercially reasonable period of time to complete all required filings necessary in order to perfect such liens. In furtherance of the foregoing, in and within such time period allotted, Parent shall cause each case naming New Subsidiary to execute and deliver all agreements, documents, filings or instruments as are reasonably required by the Administrative Agent as additional insured, mortgagee to cause each New Subsidiary to guaranty the Obligations and lender loss payee, as applicable, to create and perfect a security interest in form and substance satisfactory to the applicable assets of such New Subsidiary in favor of Administrative Agent. . Such deliveries shall include, without limitation, legal opinions from the local counsel of each New Subsidiary that opine as to such matters as the enforceability and validity of such documents and the creation and perfection of the security interest and lien on the assets of such New Subsidiary. The failure to comply with the foregoing post-closing covenants in this clause (b) Not later than 120 days after within the Closing Date (or such later date as may be acceptable to time period set forth shall constitute an immediate Event of Default under the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent current appraisals of the real property constituting Collateral and improvements thereto, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals to be in form and substance satisfactory to the Administrative AgentCredit Agreement. (c) Not later than 60 Within 45 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion)hereof, the Borrower Parent shall deliver to the Administrative Agent an amendment a Control Agreement with respect to each Specified Lease of its Deposit Accounts for which a Control Agreement duly executed by the Borrower and the applicable landlord, in each case in form and substance satisfactory is required pursuant to the Administrative AgentCredit Agreement. The failure to comply with the foregoing post-closing covenant in this clause (c) within the time period set forth shall constitute an immediate Event of Default under the Credit Agreement. (d) Not later than 30 Within 45 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion)hereof, the Borrower Parent shall deliver to Agent the Administrative Agent a commitment Joinder to issue an ALTA lender’s title insurance policy insuring the Administrative AgentIntercompany Subordination Agreement attached hereto as Exhibit D, for the benefit fully-executed by each of the Secured Parties, and in form reasonably acceptable parties signatory thereto. Until such time as Parent or a Subsidiary has been joined to the Administrative Agent (including Intercompany Subordination Agreement, no intercompany loans or advances shall be made by such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect Subsidiary to Parent or any other Subsidiary of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative AgentParent. (e) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative Agent.

Post-Closing Covenants. (a) Not later than 30 Within 90 days after of the Closing Date (or such later date as may be is acceptable to the Administrative Agent in its sole discretion), the Borrower Company shall deliver to the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements (i) maps or plats of an as built survey of the sites of the real property covered by the Mortgage delivered on the Closing Date certified to the Administrative Agent and the title insurance policies company issuing the policy with respect to such real property in a manner reasonably satisfactory to each of the Loan PartiesAdministrative Agent and such title insurance company by an independent professional licensed land surveyor; and (ii) survey related endorsement(s) to the ALTA mortgagee lender’s title insurance policy to be issued with respect to such real property on the Closing Date reasonably requested by the Administrative Agent in connection with such survey, in each case naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicablecase, in form and substance satisfactory reasonably acceptable to the Administrative Agent. (b) Not later than 120 . Within 60 days after of the Closing Date (or such later date as may be is acceptable to the Administrative Agent in its sole discretion), the Borrower Company shall deliver to the Administrative Agent current appraisals of the real property constituting Collateral and improvements theretoa deposit account control agreement with respect to Florists’ Transworld Delivery, prepared by an appraiser reasonably acceptable Inc.’s main concentration account at Xxxxx Fargo Bank, National Association. (b) The Company shall take or cause to be taken all such actions as are necessary to deliver to the Administrative Agent, such appraisals to be in form and substance satisfactory to the Administrative Agent. (c) Not later than 60 within 30 days after of the Closing Date (or such later date longer period as may be is acceptable to the Administrative Agent in its sole and absolute discretion): (i) an executed Foreign Pledge Agreement with respect to 66% of the Capital Stock owned on the Closing Date by the Company or a Guarantor of FTD UK Holdings Limited, and take all such other actions under the Laws of England, and/or deliver all documents and evidence (including copies of share certificates, other documents of title, transfers and stock transfer forms duly executed in blank), as the Borrower Administrative Agent may reasonably deem necessary or advisable to perfect or otherwise protect such Lien, and (ii) an opinion of counsel (which counsel shall deliver be reasonably satisfactory to the Administrative Agent) under the Laws of England with respect to the creation and perfection of the security interests in favor of the Administrative Agent an amendment to each Specified Lease Agreement duly executed in such Collateral and such other matters governed by the Borrower and Laws of England regarding such security interests as the applicable landlordAdministrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to the Administrative Agent. (d) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent, for the benefit of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative Agent. (e) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative Agent.

Post-Closing Covenants. (a) Not later than 30 Within thirty (30) days after the Closing Date (or such later date as may Date, Borrower shall cause to be delivered to Agent a fully-executed Collateral Access Agreement, each in form and substance reasonable acceptable to Agent, in relation to the Administrative Agent in its sole discretion)following leased properties of Borrower: (i) 80 Xxxxxxx, Xxxx Xxxxxx, Xxxxxxxx 00000, and (ii) 20000 X. Xxxxx Xxxxxxx, Xxxxx 000, Xxxx Xxxx, XX 00000. (b) Within thirty (30) days after the Closing Date, Borrower shall deliver have delivered to Agent (i) property and liability insurance certificates and (ii) lender’s loss payee and additional insured endorsements in favor of Agent with respect to the Administrative Agent additional insured, mortgagee Borrower’s property and lender loss payable special endorsements to the liability insurance policies of the Loan Parties, in each case naming the Administrative Agent as additional insured, mortgagee and lender loss payeepolicies, as applicable, in form and substance satisfactory to the Administrative Agent. (b) Not later than 120 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent current appraisals of the real property constituting Collateral and improvements thereto, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals to be in form and substance satisfactory to the Administrative Agent. (c) Not later than 60 Within ninety (90) days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion)Date, the Borrower shall deliver have delivered to the Administrative Agent either (i) an amendment to each Specified Lease Account Control Agreement duly executed by the Borrower and the applicable landlord, in each case in form and substance satisfactory to the Administrative Agent. (d) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative favor of Agent, for the benefit of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative Agent. (e) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to Agent, with respect to each Deposit Account of Borrower set forth on Schedule 7.14 that does not constitute an Exempt Account (the Administrative “Existing Accounts”), (ii) an Account Control Agreement, in form and substance reasonably acceptable to Agent, with respect to any replacement Deposit Accounts opened by Borrower to replace any such Existing Account (the “Replacement Accounts”) and evidence that each such replaced Existing Account, if applicable, has been closed by Borrower, and/or (iii) for any Existing Account not covered by an Account Control Agreement, evidence reasonably satisfactory to Agent that such Existing Account has been closed.

Post-Closing Covenants. (a) Not No later than 30 May 21, 2014, Borrowers shall deliver to Agent a Deposit Account Control Agreement or Deposit Account Restriction Agreement (as applicable), each in form and substance reasonably satisfactory to Agent, with respect to each Lockbox, Lockbox Account and other Deposit Accounts of Borrowers as required pursuant to Section 2.11 and Section 5.14 hereof, duly executed and delivered in each case by the applicable Borrower(s) and the applicable Lockbox Bank; provided that, no such Deposit Account Control Agreement need be delivered with respect to any Deposit Account which is Bancorp Dedicated Account (as defined in the Bancorp Intercreditor Agreement) or any other Deposit Account which is described in the final sentence of Section 5.14 of the Credit Agreement . (b) No later than thirty (30) days after following the Closing Date date hereof (or as such later date as deadline may be acceptable to the Administrative extended by Agent in its sole and absolute discretion), the Borrower Borrowers shall deliver to the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements updated insurance certificates issued by Borrowers’ insurance brokers in favor of Agent with respect to the insurance policies of all Borrowers (including Joining Borrowers) as required by Section 4.5 of the Loan Parties, in each case naming the Administrative Agent as additional insured, mortgagee Credit Agreement and updated lender loss payee, payee endorsements and/or additional insured endorsements (as applicable, ) from Borrowers’ applicable insurers in form and substance satisfactory favor with respect to the Administrative Agentproperty/casualty insurance policies of all Borrowers (including Joining Borrowers). (bc) Not No later than 120 ninety (90) days after following the Closing Date date hereof (or as such later date as deadline may be acceptable to the Administrative extended by Agent in its sole and absolute discretion), with respect to each of the Borrower UCC financing statements filed of record naming MedNet as debtor thereunder listed on Schedule A attached hereto (the “Specified MedNet UCC-1s”), Borrowers shall deliver either (x) cause each such Specified MedNet UCC-1 to be terminated by or pursuant to an authorization granted in writing by the applicable secured party of record with respect to such Specified MedNet UCC-1, or (y) cause each such Specified MedNet UCC-1 to be amended pursuant to the Administrative Agent current appraisals filing of a UCC-3 amendment statement with respect thereto filed by or pursuant to an authorization granted in writing by the applicable secured party of record, that amends the description of the real property constituting Collateral collateral covered by such Specified MedNet UCC-1 to exclude from such description any accounts (as defined in the UCC) that do not constitute proceeds of the equipment and improvements thereto, prepared related collateral leased by an appraiser reasonably acceptable to the Administrative AgentMedNet from such secured party, such appraisals UCC-3 amendment statement to be in form and substance satisfactory to the Administrative Agent. (c) Not later than 60 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion); provided further that, without limiting the Borrower generality of any other provision of the Credit Agreement (including the definition of Eligible Accounts) or Section 7(d) hereof below, unless and until all such Specified MedNet UCC-1s have been either terminated or amended in accordance with this paragraph, no Accounts of MedNet shall deliver to be Eligible Accounts for any purpose under the Administrative Agent an amendment to each Specified Lease Credit Agreement duly executed by the Borrower and the applicable landlord, in each case in form and substance satisfactory to the Administrative Agentor any other Financing Document. (d) Not later than 30 days after Borrowers agree and acknowledge that any failure of Borrowers to fulfill the Closing Date (or such later date as may be acceptable to requirements of any subsection of this Section 7 above by the Administrative Agent in its sole discretion), the Borrower applicable deadline therefor shall deliver to the Administrative Agent a commitment to issue constitute an ALTA lender’s title insurance policy insuring the Administrative Agent, for the benefit immediate Event of Default under Section 10.1(a)(iii) of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative AgentCredit Agreement. (e) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative Agent.

Post-Closing Covenants. (a) Not 4.1 No later than 30 days after five (5) Business Days following the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements to the insurance policies effectiveness of the Loan Parties, in each case naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable, in form and substance satisfactory to the Administrative Agent. (b) Not later than 120 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Jagged Peak/Borrower shall deliver to the Administrative Agent current appraisals of the real property constituting Collateral and improvements thereto, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals to be in form and substance satisfactory to the Administrative Agent. (c) Not later than 60 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent an amendment to each Specified Lease Agreement duly executed by the Borrower and the applicable landlord, in each case in form and substance satisfactory to the Administrative Agent. (d) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion)Merger, the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agenttrue, for the benefit accurate and complete copy of the Secured Partiescertificate of merger certified by the Delaware Secretary of State, and in form reasonably acceptable to evidencing the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect effectiveness of the Albion, Michigan Property creates a valid first priority Lien upon Jagged Peak/Borrower Merger. 4.2 No later than the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on earlier of (x) thirty (30) days following the Administrative Agent’s lender’s title insurance policy in effect on Eighth Amendment Effective Date and (y) the date hereof with respect to upon which each of JPLLC and SWLLC become guarantors under the Albion, Michigan Property, and such exceptions as are acceptable to Senior Notes issued by the Administrative Agent. (e) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e))Borrower, the Borrower shall deliver to the Administrative Agent such documents(a) a duly executed (i) Assumption Agreement, agreementspursuant to which each of JPLLC and SWLLC shall become party to the Guaranty Agreement, deeds(ii) Supplement to the Guaranty Agreement, releasespursuant to which the Borrower shall pledge 100% of the Equity Interests in each of JPLLC and SWLLC and (iii) certificate of the Secretary or Assistant Secretary of each of JPLLC and SWLLC certifying as to the incumbency and genuineness of the signature of each Responsible Officer of each of JPLLC and SWLLC executing Loan Documents to which it is a party and certifying that attached thereto is a true, instrumentscorrect and complete copy of (A) the articles or certificate of formation of each of JPLLC and SWLLC and all amendments thereto, certificates certified by the appropriate Governmental Authority (to the extent available) in its jurisdiction of formation, (B) the limited liability company agreement of each of JPLLC and SWLLC (including all amendments thereto), (C) resolutions duly adopted by the board of directors (or affidavitsother governing body) of each of JPLLC and SWLLC authorizing and approving the execution, delivery and performance of the Loan Documents to which it is a party, and shall otherwise take such other actions(D) a certificate as to the good standing of each of JPLLC and SWLLC under the laws of its jurisdiction of organization and (b) an opinion of Xxxxxxxx & Xxxxx LLP, as special counsel to the Administrative Agent may reasonably request in connection with Borrower and the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage other Loan Parties, in form and substance reasonably acceptable satisfactory to the Administrative Agent, with respect to the items set forth in preceding clause (a) and such other matters as shall be reasonably requested by the Administrative Agent. 4.3 No later than thirty (30) days following the Eighth Amendment Effective Date, the Borrower shall deliver to the Administrative Agent shall have received true and correct fully-executed copies of each supplemental indenture executed by each applicable Loan Party, pursuant to which each such Person shall have become a party to the applicable Senior Notes Indentures after giving effect to the mergers comprising the Jagged Peak Merger. The Borrower’s failure to comply with this Section 4 shall constitute an immediate Event of Default.

Post-Closing Covenants. Borrowers and Subsidiary Guarantors shall take or cause to be taken all such actions, execute and deliver or cause to be executed and delivered all such agreements, documents and instruments, and make or cause to be made all such filings that may be necessary or, in the opinion of Administrative Agent, desirable in order to create in favor of Administrative Agent, for the benefit of Lenders, a valid and (upon such filing) perfected first priority security interest in the collateral pledged under the Security Agreement (the "COLLATERAL"). Without limitation of the foregoing, Company and each Subsidiary Guarantor shall: (a) Not later than 30 days after on the Closing Date date hereof, deliver to Administrative Agent UCC financing statements, duly executed by each applicable Loan Party with respect to all Collateral of such Loan Party, for filing in all jurisdictions as may be necessary or, in the opinion of Administrative Agent, desirable to perfect the security interests created in such Collateral pursuant to the Security Agreement; (b) cause to be delivered to Administrative Agent, promptly and in any event by the close of business on February 15, 2002 (or such later date as Administrative Agent may be acceptable agree), an opinion of counsel to the Loan Parties under the laws of each applicable jurisdiction with respect to the enforceability of the Security Agreement and the Sixth Amendment, creation and perfection of the security interests in favor of Administrative Agent in its sole discretion)such Collateral and such other matters governed by the laws of such jurisdiction regarding such security interests as Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to Administrative Agent; and (c) on the date hereof, deliver to Administrative Agent (i) resolutions of the governing body of each Loan Party approving and authorizing the execution, delivery and performance of this Waiver, the Borrower shall deliver Sixth Amendment, the Security Agreement and any other document to the Administrative Agent additional insuredbe delivered in connection with this Waiver, mortgagee and lender loss payable special endorsements to the insurance policies certified as of the date hereof by the secretary or similar officer of such Person as being in full force and effect without modification or amendment, (ii) signature and incumbency certificates of the officers of each Loan PartiesParty that is executing this Waiver, the Sixth Amendment, the Security Agreement or any other documents delivered in each case naming the Administrative Agent as additional insured, mortgagee connection with this Waiver to which such Loan Party is a party and lender loss payee, as applicable(iii) an Officer's Certificate, in form and substance satisfactory to the Administrative Agent. (b) Not later than 120 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent current appraisals of the real property constituting Collateral and improvements thereto, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals certifying, after giving effect to be in form and substance satisfactory this Waiver, (i) as to the Administrative Agent. absence of any event occurring and continuing that constitutes a Default or an Event of Default and (cii) Not later than 60 days after that the Closing Date (or such later date as may be acceptable to the Administrative Agent representations and warranties in its sole discretion), the Borrower shall deliver to the Administrative Agent an amendment to each Specified Lease Agreement duly executed by the Borrower and the applicable landlord, in each case in form and substance satisfactory to the Administrative Agent. (d) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent, for the benefit Section 5 of the Secured PartiesCredit Agreement are true, correct and complete in form reasonably acceptable to the Administrative Agent (including such endorsements all material respects on and as the Administrative Agent may reasonably require), insuring that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albionsame extent as though made on and as of that date (or, Michigan Property, and such exceptions as are acceptable to the Administrative Agentextent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true, correct and complete in all material respects on and as of such earlier date) and that each Loan Party shall have performed in all material respects all agreements and satisfied all conditions which this Waiver and the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof. (e) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative Agent.

Post-Closing Covenants. Notwithstanding anything to the contrary set forth in the Loan Documents, the Administrative Agent and the Lenders hereby agree that the following items may be delivered at the times specified below: On or prior to July 30, 2020 (aor such later date as the Administrative Agent may agree in its sole discretion) Not later than 30 the Borrower shall deliver to the Administrative Agent copies of supplemental insurance policies, declaration pages, certificates, and endorsements of insurance or insurance binders evidencing liability, casualty, property, terrorism and business interruption insurance meeting the requirements set forth in the Credit Agreement and the Collateral Documents or as required by the Administrative Agent, reflecting coverage with respect to the properties and assets acquired in connection with the Specified Acquisitions. Within sixty (60) days after of the Closing Second Amendment Effective Date (or such later date as may be acceptable to the Administrative Agent may agree in its sole discretion), the Borrower shall deliver to the Administrative Agent additional insuredwith respect to (x) each headquarters location of Parcus and Arthrosurface, mortgagee a landlord waiver and lender loss payable special endorsements to the insurance policies of the Loan Parties, in each case naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable, consent (in form and substance reasonably satisfactory to the Administrative Agent. ) from the landlords on such real property to the extent the Loan Parties are able to secure such landlord waiver and consent after using commercially reasonable efforts and (by) Not later than 120 each bailee location of Parcus and Arthrosurface, a bailee acknowledgement (in form and substance reasonably satisfactory to the Administrative Agent) from the Persons in possession of any material amounts of Collateral of Parcus and Arthrosurface to the extent the Loan Parties are able to secure such bailee acknowledgement after using commercially reasonable efforts. Within ninety (90) days after of the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), the Administrative Agent shall have received all (i) original certificates (together with appropriate transfer powers) representing the Equity Interests of ArthroSurface listed on Schedule 5.21(f) attached hereto and (ii) Instruments, Documents or Tangible Chattel Paper acquired in connection with or relating to the Specified Acquisitions that are required to be acceptable pledged and delivered to the Administrative Agent pursuant to Section 4(c)(i) of the Security Agreement. Within ninety (90) days of the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), the Borrower shall to deliver to the Administrative Agent current appraisals of the real property constituting Collateral and improvements thereto, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals to be in form and substance satisfactory to the Administrative Agent. (c) Not later than 60 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent an amendment to each Specified Lease Agreement duly executed by the Borrower and the applicable landlord, in each case in form and substance satisfactory to the Administrative Agent. (d) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent, for the benefit of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof Qualifying Control Agreements with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative Agent. (e) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion each of the Administrative Agent so long as deposit accounts and securities accounts of Parcus and Arthrosurface, in compliance with Section 6.14(d) of the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative AgentCredit Agreement.

Post-Closing Covenants. (a) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower Borrowers shall deliver to Agent by no later than the Administrative Agent additional insuredearlier of August 31, mortgagee and lender loss payable special endorsements to 2012 or five months from the insurance policies closing of the Loan PartiesRights Offering, in the following, each case naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable, in form and substance satisfactory to the Administrative Agent.: (a) Evidence of the recording of the Mortgages executed by HTI, securing the Obligations and the Note Obligations (as defined in the 8.50% Senior Secured Second Lien Note Indenture) in an aggregate principal amount not exceeding in respect of each Mortgage, the Fair Market Value (as defined in the 8.50% Senior Secured Second Lien Note Indenture) of the Mortgaged Property subject to such Mortgage; (b) Not later than 120 days after the Closing Date (or such later date as may be acceptable mortgagee’s loan policies, in amounts equal to the Administrative Agent in its sole discretion)amount secured by the Mortgages, the Borrower shall deliver to the Administrative Agent current appraisals of the real property constituting Collateral and improvements thereto, prepared together with endorsements reasonably requested by an appraiser reasonably acceptable to the Administrative Agent, such appraisals to be in form and substance satisfactory to issued by First American Title Insurance Company, insuring the Administrative Agent.Lien on the Mortgaged Properties created by the Mortgages; (c) Not later than 60 days after ALTA surveys of the Closing Date (or such later date as may be acceptable Mortgaged Properties, certified to the Administrative Agent in its sole discretion), the Borrower shall deliver and to the Administrative Agent an amendment issuer of the mortgagee’s loan policies referred to each Specified Lease Agreement duly executed in Section 5(b) of this Amendment by the Borrower and the applicable landlord, in each case in form and substance a licensed professional surveyor satisfactory to the Administrative Agent.; (d) Not later than 30 days after zoning letters and certificates of occupancy for the Closing Date Mortgaged Properties; (or such later date as may be e) if requested by Agent, appraisals of the Mortgaged Properties prepared by a licensed appraiser acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent; (f) if requested by Agent, for the benefit of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof Phase I Environmental Site Assessments with respect to the Albion, Michigan Property, Mortgaged Properties and such exceptions as are acceptable further environmental reports required by Agent, certified to the Administrative Agent by a company satisfactory to the Agent.; (eg) Not later than 30 days after local counsel opinions for the Closing Date Mortgages; (as h) evidence of insurance (including flood insurance, where applicable) for the Mortgaged Properties; and (i) such date may be extended in the sole discretion other documents or instruments (including guarantees and opinions of the Administrative Agent so long counsel) as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request require in connection with the Administrative Agent’s lender’s title insurance policies in respect delivery and/or recording of each Mortgage in form and substance reasonably acceptable to the Administrative AgentMortgages.

Post-Closing Covenants. (a) Not later than 30 days Within six months after the Closing Effective Date (or such later date longer period as may be acceptable to the Administrative Agent may determine in its sole discretion), the Borrower shall deliver have completed, or shall have caused the applicable Mortgaged Vessel Owning Subsidiary to the Administrative Agent additional insuredcomplete, mortgagee and lender loss payable special endorsements registration of any Mortgages with respect to the insurance policies Mortgaged Vessels flagged in Panama which only had a provisional registration as of the Loan Parties, in each case naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable, in form and substance satisfactory to the Administrative AgentEffective Date. (b) Not later than 120 Within 60 days after the Closing Date (or such later date longer period as may be acceptable to the Administrative Agent may determine in its sole discretion), the Borrower shall have delivered to the Administrative Agent (i) a fully executed Mortgage with respect to the XxXxxxxxx Xxxxxxx Barge No. 26, (ii) a supplement to the Pledge and Security Agreement whereby Barmada McDermott (L) Limited becomes a grantor thereunder and a Guarantor, (iii) a joinder agreement to the promissory note in the form of Exhibit J executed by Barmada McDermott (L) Limited, which note shall be subject to a first priority Lien pursuant to the Pledge and Security Agreement, and (iv) an accompanying opinion from the Borrower’s special Malaysian counsel in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein (including, without limitation, the definitions of Mortgaged Vessel and Mortgaged Vessel Owning Subsidiary) or in any other Loan Document, until such time as the Borrower shall have satisfied the requirements set forth in clauses (i) and (ii) of the immediately preceding sentence, (x) Barmada McDermott (L) Limited shall not be considered a Guarantor or Mortgaged Vessel Owning Subsidiary for any purposes hereunder or in any other Loan Document, and (y) the XxXxxxxxx Xxxxxxx Barge No. 26 shall not be considered a Mortgaged Vessel for any purposes hereunder or in any other Loan Document. (c) Within 10 days after the Closing Date (or such longer period as the Administrative Agent may determine in its sole discretion), the Borrower shall have delivered to the Administrative Agent an opinion from the Borrower’s special Cayman Islands counsel, in form and substance reasonably satisfactory to the Administrative Agent, with respect to the Mortgaged Vessel Owning Subsidiary, J. Xxx XxXxxxxxx International Vessels, Ltd. (d) The Borrower agrees to use commercially reasonable efforts to cause each Subsidiary that is not a Guarantor as of the Closing Date to execute and deliver to the Administrative Agent current appraisals of such amendments to the real property constituting Collateral and improvements thereto, prepared by an appraiser reasonably acceptable Documents or enter into such new Collateral Documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first-priority security interest (subject to the Liens permitted under Section 8.2) in Collateral of such appraisals Subsidiary and, upon such execution and delivery, such Subsidiary shall be deemed a Guarantor hereunder; provided that no such actions shall be required in any jurisdiction outside the United States or Panama. (e) The Borrower agrees to be in form use commercially reasonable efforts to cause each of P.T. McDermott Indonesia and substance satisfactory McDermott (Malaysia) Sendirian Berhad to execute and deliver to the Administrative AgentAgent a joinder agreement to the promissory note in the form of Exhibit J, which note shall be subject to a first priority Lien pursuant to the Pledge and Security Agreement. (cf) Not later than The Borrower agrees to use commercially reasonable efforts to deliver to the Administrative Agent within 60 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent an amendment to each Specified Lease Agreement duly executed by the Borrower and the applicable landlord, in each case in form and substance satisfactory to the Administrative Agent. (d) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent, for the benefit of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements longer period as the Administrative Agent may reasonably require), insuring that the Mortgage determine in respect its sole discretion) certificates representing (i) 99% of the Albionequity in McDermott Marine Construction Limited, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative Agent. (eii) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion 75% of the Administrative Agent so long as equity in P.T. McDermott Indonesia, (iii) 80% of the Borrower is diligently pursuing equity in P.T. Batavas Fabricators, (iv) 3,036,622 of the items or actions described preferred class B shares of Construcciones Maritimas Mexicanas, S.A. de C.V., (v) 60% of the equity in this Section 6.15(e))Offshore Pipelines Nigeria Limited, (vi) 30% of the Borrower shall deliver ordinary shares of Barmada McDermott Sdn. Bhd., (vii) 100% of the preferred shares of Barmada McDermott Sdn. Bhd. and (viii) 40% of the equity in Saudi OPMI Company Limited, with each such certificate to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request be accompanied by a stock power endorsed in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative Agentblank.

Post-Closing Covenants. (a) Not later than 30 days after To the extent not already delivered on the Closing Date (or such later date on the Debt Assumption Date, as may be acceptable to the Administrative Agent in its sole discretion)applicable, the Borrower shall deliver (x) legal opinions of Xxxxx Xxxx LLC, counsel to the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements to the insurance policies of the Loan Parties, Xxxxxxx Xxxxxx & Green, P.C., New York counsel to the Loan Parties, and the local counsel set forth on Schedule 7.14(a) of the 8th Avenue Schedules and (y) secretary’s certificates, in each case naming with respect to the Administrative Agent as additional insured, mortgagee Guarantors and lender loss payee, as applicable, in form and substance reasonably satisfactory to the Administrative AgentArrangers: (i) with respect to the Pre-Assumption Guarantors, within fifteen Business Days following the Closing Date; provided, however, that no such opinions and secretary’s certificates shall be required to be delivered if (a) the Debt Assumption has occurred prior to such 15th Business Day following the Closing Date or (b) the Bridge Loans have been repaid in full prior to such date; and (ii) with respect to the Post-Assumption Guarantors, within ten Business Days following the Debt Assumption Date; provided, however, that no such opinions and secretary’s certificates shall be required to be delivered if the Loans have been repaid in full prior to such date. (b) Not later than 120 days after Following the Closing Debt Assumption Date, the Loan Parties shall, to the extent such actions are not already completed on the Debt Assumption Date (or such later date as it being understood that all Collateral which may be acceptable perfected by the filing of a UCC financing statement is required to be perfected on the Debt Assumption Date pursuant to the Administrative Agent in its sole discretion), the Borrower shall deliver Guarantee and Collateral Agreement): (i) with respect to the Administrative Agent current appraisals Material Real Estate Assets owned as of the real property constituting Collateral and improvements theretoDebt Assumption Date, prepared by an appraiser reasonably acceptable to provide the Administrative Agent, such appraisals to be in form and substance satisfactory to the Administrative Agent. (c) Not later than 60 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent an amendment to each Specified Lease Agreement duly executed by the Borrower Mortgages and the applicable landlordother documents, and take such other actions, as are specified in Section 6.11(b)(i)-(viii), in each case in form and substance satisfactory to within 90 days following the Administrative Agent.Debt Assumption Date; and (dii) Not later than 30 days after perfect a security interest in the Closing Date (or such later date as may be acceptable to Collateral in favor of the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agent, for the benefit of the Secured PartiesParties by the following deadlines: (i) with respect to certificated equity interests, and in form reasonably acceptable within five Business Days after the Debt Assumption Date; (ii) with respect to intellectual property (other than any intellectual property with respect to which security interests may be perfected by the Administrative Agent (including such endorsements as the Administrative Agent may reasonably requirefiling of a UCC financing statement), insuring that within five Business Days after the Mortgage Debt Assumption Date; and (iii) with respect to all other Collateral, within 90 days following the Debt Assumption Date, in respect the case of each of the Albionforegoing clauses (i), Michigan Property creates a valid first priority Lien upon the property (ii) and (iii), subject to such Mortgage, subject only arrangements to Permitted Liens, any exceptions set forth on be mutually agreed between the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, Arrangers and such exceptions as are acceptable to the Administrative Agent. (e) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing and subject to such extensions as deemed appropriate by the items or actions described Arrangers in this Section 6.15(etheir sole discretion)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request in connection with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative Agent.

Post-Closing Covenants. (a) Not later than 30 days after the Closing Date (On or such later date as may be acceptable prior to the Administrative Agent in its sole discretion)February 13, 2015, the Borrower Issuer and the Servicer shall, and shall deliver instruct each Originator and Sub-Originator to, instruct all Obligors to cease delivering payments on the Administrative Agent additional insuredPool Receivables to (i) any Lock-Box or Lock-Box Account maintained with JPMorgan Chase Bank, mortgagee and lender loss payable special endorsements N.A. (each, a “JPMorgan Lock-Box” or “JPMorgan Lock-Box Account”, as applicable) or (ii) any account or related postal box at MUFG Union Bank, N.A. to the insurance policies which any of the Loan PartiesQuestcor Pharmaceuticals, Inc.’s (“Questcor”) Obligors have been instructed to remit payments (each, a “Union Bank Postal Box” or “Union Bank Account”, as applicable) and, in each case naming the Administrative Agent as additional insuredcase, mortgagee and lender loss payee, as applicable, in form and substance satisfactory to the Administrative Agentinstead deliver such payments to any other Lock-Box or Lock-Box Account. (b) Not later than 120 days after On or prior to the earlier of (i) May 31, 2015 and (ii) the date that the Issuer has knowledge that each Obligor has ceased delivering payments on the Pool Receivables to the JPMorgan Lock-Boxes and the JPMorgan Lock-Box Accounts, the Issuer shall close each JPMorgan Lock-Box and JPMorgan Lock-Box Account. Each of the Issuer and the Servicer hereby (i) consents to the termination by the Administrative Agent of that certain Lock-Box Agreement, dated as of the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion“JPMorgan Lock-Box Agreement”), among JPMorgan Chase Bank, N.A., as Lock-Box Bank, the Borrower shall deliver to Issuer, the Administrative Agent current appraisals of the real property constituting Collateral Servicer and improvements thereto, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals on the earlier of (A) May 31, 2015 and (B) the date that each JPMorgan Lock-Box and JPMorgan Lock-Box Account has been closed and (ii) agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be in form and substance satisfactory to necessary or desirable, or that the Administrative AgentAgent may reasonably request, to effect the termination of the JPMorgan Lock-Box Agreement. (c) Not later than 60 days after the Closing Date (On or such later date as may be acceptable prior to the Administrative Agent in its sole discretion)earlier of (i) May 31, 2015 and (ii) the date that the Issuer has knowledge that each Obligor has ceased delivering payments on the Pool Receivables to the Union Bank Postal Boxes and the Union Bank Accounts, the Borrower Issuer shall deliver to the Administrative Agent an amendment to close each Specified Lease Agreement duly executed by the Borrower Union Bank Postal Box and the applicable landlord, in each case in form and substance satisfactory to the Administrative AgentUnion Bank Account. (d) Not later than 30 days after Notwithstanding anything to the Closing Date (contrary set forth in this Agreement or such later date as may be acceptable to the Purchase and Sale Agreement, the Administrative Agent in its sole discretion)and each Purchaser hereby agree that no Event of Default, Unmatured Event of Default, Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall occur prior to February 13, 2015 resulting solely from Questcor, the Borrower Servicer or any other Person directing the Obligor of any Pool Receivables that were originated by Questcor (the “Questcor Receivables”) to remit any payment with respect thereto into any Union Bank Postal Box or Union Bank Account (so long as such Union Bank Postal Box or Union Bank Account is not a Lock-Box or a Lock-Box Account, collectively, the “Non-Lock-Box Accounts”). The temporary waiver provided for in this Section 14.21(d) shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agentautomatically terminate on February 13, for the benefit of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, 2015 without any exceptions set forth required action on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative Agentpart of any Person. (e) Not later than 30 days after Notwithstanding anything to the Closing Date contrary set forth in this Agreement or the Purchase and Sale Agreement, (as such date may be extended in the sole discretion of the Administrative Agent i) so long as both (A) no Event of Default or Unmatured Event of Default has occurred and is continuing and (B) the Borrower is diligently pursuing Issuer and the items or actions described Servicer are in compliance in all respects with each of the requirements set forth in clauses (a), (c) and (d) of this Section 6.15(e))14.21 with respect to any Questcor Receivable, such Questcor Receivable shall be an Eligible Receivable for purposes of this Agreement and each of the other Transaction Documents, so long as such Questcor Receivable complies with each of the eligibility requirements set forth in the definition of “Eligible Receivable” (as defined in Section 1.01 of this Agreement) (other than the requirement set forth in clause (b) thereof to instruct the related Obligor to remit Collections in respect thereof directly to a Lock-Box or Lock-Box Account) and (ii) no Credit Party or Affected Person is hereby waiving or releasing, nor have they agreed to waive or release in the future, any right or claim to indemnification or reimbursement by, or damages from, any Originator, any Sub-Originator, the Borrower shall deliver Servicer, the Issuer or any other Person under any Transaction Document, including without limitation, for any liability, obligation, loss, damage, penalty, judgment, settlement, cost, expense or disbursement resulting or arising directly or indirectly from Questcor Receivables being remitted to any Non-Lock-Box Account. (m) Exhibit J attached hereto is added to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, Note Purchase Agreement as Exhibit J thereto. (n) Schedule I of the Administrative Agent may reasonably request Note Purchase Agreement is replaced in connection its entirety with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative AgentSchedule I attached hereto.

Post-Closing Covenants. (a) Not later than 30 days after From the Closing Date through the first anniversary of the Closing Date (as such date may be extended by the Administrative Agent and the Borrower), each Loan Party shall in good faith, consider all proposals by MUFG Union Bank, N.A. (and its Affiliates, successors, and its successors’ affiliates (as applicable)) to act as such Loan Party’s primary depository bank, including for its principal operating, administrative, cash management, lockbox arrangements, collection activity, and other deposit accounts other than Excluded Accounts for the conduct of its business. With respect to the five deposit accounts of the Loan Parties identified on Schedule 6 to the First Amendment Perfection Certificate as not being Excluded Accounts, by April 15, 2023 (or such later date as the Administrative Agent may agree in its sole discretion), and with respect to all other deposit accounts (that are not Excluded Accounts), within thirty (30) days of (x) the Closing Date for any such deposit account existing on such date (it being understood and agreed that the Administrative Agent did not require that any deposit accounts disclosed in the Schedules to the Credit Agreement or any Compliance Certificate prior the First Amendment Effective Date be subject to control agreements prior to the First Amendment Effective Date), (y) the opening of any new deposit account or (z) the closing date of the applicable Permitted Acquisition, as applicable (in each case, as such date may be acceptable extended by the Administrative Agent in its sole discretion) and at all times thereafter, all deposit accounts, other than Excluded Accounts of the Loan Parties, not held at MUFG Union Bank, N.A. (or one of its Affiliates) shall be subject to deposit account control agreements in favor of Administrative Agent on terms reasonably satisfactory to Administrative Agent (all such deposit accounts subject to a deposit account control agreement being hereinafter collectively referred to as the “Assigned Accounts”). Each Loan Party shall make such arrangements as may be reasonably requested by the Administrative Agent to assure that all proceeds of the Collateral are deposited (in the same form as received) in one or more Assigned Accounts. Any proceeds of Collateral (other than cash and Investments, in each case, permitted to be Disposed of in accordance with this Agreement) received by any Loan Party shall be promptly deposited into an Assigned Account and, until so deposited, shall be held by it in trust for the Administrative Agent and the Lenders. Each Loan Party acknowledges and agrees that pursuant to the Security Agreement, the Administrative Agent has (and is hereby granted to the extent it does not already have) a Lien on each Assigned Account and all funds contained therein to secure the Secured Obligations. The Administrative Agent agrees with the Loan Parties that if and so long as no Event of Default has occurred or is continuing, amounts on deposit in the Assigned Accounts will (subject to the rules and regulations as from time to time in effect applicable to such demand deposit accounts) be made available to the relevant Loan Party for use in the conduct of its business. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, apply the funds on deposit in any and all such Assigned Accounts to the Secured Obligations whether or not then due. (b) Within thirty (30) days of the Closing Date (as such date may be extended by the Administrative Agent in its sole discretion), the Borrower shall deliver have delivered to the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements to the insurance policies of the Loan Parties, in each case naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable, in form and substance reasonably satisfactory to the Administrative Agent, an additional insured endorsement with respect to each liability insurance certificate delivered by the Loan Parties to the Administrative Agent on the Closing Date and a lender’s loss payee endorsement with respect to each property insurance certificate delivered by the Loan Parties to the Administrative Agent on the Closing Date. (bc) Not later than 120 days after the Closing Date On or before June 30, 2022 (or as such later date as may be acceptable to extended by the Administrative Agent in its sole discretion), the Borrower shall deliver have delivered to the Administrative Agent current appraisals of satisfactory evidence that the real property constituting Collateral and improvements thereto, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals to be in form and substance satisfactory to the Administrative AgentIndiana Subsidiaries have dissolved. (cd) Not later than 60 Within sixty (60) days after of the Closing First Amendment Effective Date (or such later date longer period as may be acceptable to the Administrative Agent may agree in its sole discretion), the Borrower Loan Parties shall deliver use their commercially reasonable efforts to the Administrative Agent an amendment to each Specified Lease Agreement duly executed by the Borrower and the applicable landlord, in each case in form and substance satisfactory to the Administrative Agent. (d) Not later than 30 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agentlandlord agreement, for the benefit of the Secured Parties, and in form reasonably acceptable to landlord waiver or collateral access agreement between the Administrative Agent and the landlord of each property listed on Schedule 3(b) to the First Amendment Perfection Certificate other than the property located at 2701 South Johnson Street, San Angelo, TX. Xxxx xxxx xx xxxx xxxxxxxxx the First Amendment Effective Date, concurrently (including or such endorsements longer period as the Administrative Agent may agree in its sole discretion) with the execution of any lease for any new location constituting a Loan Party’s headquarters location or any other location where such Loan Party maintains Collateral or the books or records relating to any Collateral, including Accounts and General Intangibles, each Loan Party shall use their commercially reasonable efforts to procure the execution a landlord agreement, landlord waiver or collateral access agreement by the landlord of each such property. The landlord agreements, landlord waivers and collateral access agreements required pursuant to this Section 8.26(d) shall, in all cases, (i) not be permitted to be cancelled or terminated by a Loan Party so long as such Loan Party maintains Collateral or the books or records relating to any Collateral, including Accounts and General Intangibles, at such location and (ii) be reasonably require), insuring that the Mortgage satisfactory in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, form and such exceptions as are acceptable substance to the Administrative Agent. (e) Not later than 30 With respect any contracts of the Loan Parties where any Governmental Authority is an account debtor of a Loan Party, within sixty (60) days after of the Closing First Amendment Effective Date (or such longer period as such date may be extended in the sole discretion of the Administrative Agent so long as may agree in its sole discretion) for any such existing contracts and sixty (60) days of the Borrower is diligently pursuing the items or actions described in this Section 6.15(e))execution of any new such contract, the Borrower applicable Loan Party shall (i) execute and deliver to the Administrative Agent such documents, agreementsinstruments and materials necessary to comply with the Assignment of Claims Act, deedsFAR Subpart 32.8 – Assignment of Claims or such other analogous State statutes, releases, instruments, certificates or affidavitsif applicable with respect to such contracts in order to enable the Administrative Agent to deliver a notice of assignment of such contract to the applicable Governmental Authority under, and otherwise comply with, the Assignment of Claims Act or analogous State statute and (ii) promptly cooperate in all respects with the filing of the documents, instruments and materials necessary to comply with the Assignment of Claims Act or analogous State statute including, upon request of the Administrative Agent, providing the information necessary for the Administrative Agent to make such filings; provided that the Administrative Agent shall otherwise take not deliver any notice or make any filing pursuant to the Assignment of Claims Act or analogous State statute to perfect its security interest in such other actionscontracts under such statutes unless an Event of Default under Section 8.1(a), (j) or (k) has occurred and is continuing. (f) Within thirty (30) days of the First Amendment Effective Date (or such longer period as the Administrative Agent may reasonably request agree in connection with its sole discretion), the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage Agent shall have received (i) a field examination and Collateral audit in form and substance reasonably satisfactory to the Administrative Agent and (ii) reimbursement from the Borrower for the costs and expenses incurred in connection with such field examination and audit. (g) Within thirty (30) days of the First Amendment Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Administrative Agent shall have received, for purposes of perfecting its security interest therein, the stock certificates representing the shares of Performant Business Services, Inc. and of Performant Recovery, Inc. required to be pledged under the Security Agreement with the restrictive legends on the reverse of each such certificate revised in a manner acceptable to the Administrative Agent.

Post-Closing Covenants. (a) Not later than 30 days after the Closing Date (On or such later date as may be acceptable prior to the Administrative Agent in its sole discretion)February 13, 2015, the Borrower Issuer and the Servicer shall, and shall deliver instruct each Originator and Sub-Originator to, instruct all Obligors to cease delivering payments on the Administrative Agent additional insuredPool Receivables to (i) any Lock-Box or Lock-Box Account maintained with JPMorgan Chase Bank, mortgagee and lender loss payable special endorsements N.A. (each, a “JPMorgan Lock-Box” or “JPMorgan Lock-Box Account”, as applicable) or (ii) any account or related postal box at MUFG Union Bank, N.A. to the insurance policies which any of the Loan PartiesQuestcor Pharmaceuticals, Inc.’s (“Questcor”) Obligors have been instructed to remit payments (each, a “Union Bank Postal Box” or “Union Bank Account”, as applicable) and, in each case naming the Administrative Agent as additional insuredcase, mortgagee and lender loss payee, as applicable, in form and substance satisfactory to the Administrative Agentinstead deliver such payments to any other Lock-Box or Lock-Box Account. (b) Not later than 120 days after On or prior to the earlier of (i) May 31, 2015 and (ii) the date that the Issuer has knowledge that each Obligor has ceased delivering payments on the Pool Receivables to the JPMorgan Lock-Boxes and the JPMorgan Lock-Box Accounts, the Issuer shall close each JPMorgan Lock-Box and JPMorgan Lock-Box Account. Each of the Issuer and the Servicer hereby (i) consents to the termination by the Administrative Agent of that certain Lock-Box Agreement, dated as of the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion“JPMorgan Lock-Box Agreement”), among JPMorgan Chase Bank, N.A., as Lock-Box Bank, the Borrower shall deliver to Issuer, the Administrative Agent current appraisals of the real property constituting Collateral Servicer and improvements thereto, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals on the earlier of (A) May 31, 2015 and (B) the date that each JPMorgan Lock-Box and JPMorgan Lock-Box Account has been closed and (ii) agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be in form and substance satisfactory to necessary or desirable, or that the Administrative AgentAgent may reasonably request, to effect the termination of the JPMorgan Lock-Box Agreement. (c) Not later than 60 days after the Closing Date (On or such later date as may be acceptable prior to the Administrative Agent in its sole discretion)earlier of (i) May 31, 2015 and (ii) the date that the Issuer has knowledge that each Obligor has ceased delivering payments on the Pool Receivables to the Union Bank Postal Boxes and the Union Bank Accounts, the Borrower Issuer shall deliver to the Administrative Agent an amendment to close each Specified Lease Agreement duly executed by the Borrower Union Bank Postal Box and the applicable landlord, in each case in form and substance satisfactory to the Administrative AgentUnion Bank Account. (d) Not later than 30 days after Notwithstanding anything to the Closing Date (contrary set forth in this Agreement or such later date as may be acceptable to the Purchase and Sale Agreement, the Administrative Agent in its sole discretion)and each Purchaser hereby agree that no Event of Default, Unmatured Event of Default, Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall occur prior to February 13, 2015 resulting solely from Questcor, the Borrower Servicer or any other Person directing the Obligor of any Pool Receivables that were originated by Questcor (the “Questcor Receivables”) to remit any payment with respect thereto into any Union Bank Postal Box or Union Bank Account (so long as such Union Bank Postal Box or Union Bank Account is not a Lock-Box or a Lock-Box Account, 711379147 14453709 collectively, the “Non-Lock-Box Accounts”). The temporary waiver provided for in this Section 14.21(d) shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agentautomatically terminate on February 13, for the benefit of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage in respect of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to such Mortgage, subject only to Permitted Liens, 2015 without any exceptions set forth required action on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative Agentpart of any Person. (e) Not later than 30 days after Notwithstanding anything to the Closing Date contrary set forth in this Agreement or the Purchase and Sale Agreement, (as such date may be extended in the sole discretion of the Administrative Agent i) so long as both (A) no Event of Default or Unmatured Event of Default has occurred and is continuing and (B) the Borrower is diligently pursuing Issuer and the items or actions described Servicer are in compliance in all respects with each of the requirements set forth in clauses (a), (c) and (d) of this Section 6.15(e))14.21 with respect to any Questcor Receivable, such Questcor Receivable shall be an Eligible Receivable for purposes of this Agreement and each of the other Transaction Documents, so long as such Questcor Receivable complies with each of the eligibility requirements set forth in the definition of “Eligible Receivable” (as defined in Section 1.01 of this Agreement) (other than the requirement set forth in clause (b) thereof to instruct the related Obligor to remit Collections in respect thereof directly to a Lock-Box or Lock-Box Account) and (ii) no Credit Party or Affected Person is hereby waiving or releasing, nor have they agreed to waive or release in the future, any right or claim to indemnification or reimbursement by, or damages from, any Originator, any Sub-Originator, the Borrower shall deliver Servicer, the Issuer or any other Person under any Transaction Document, including without limitation, for any liability, obligation, loss, damage, penalty, judgment, settlement, cost, expense or disbursement resulting or arising directly or indirectly from Questcor Receivables being remitted to any Non-Lock-Box Account. (m) Exhibit J attached hereto is added to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, Note Purchase Agreement as Exhibit J thereto. (n) Schedule I of the Administrative Agent may reasonably request Note Purchase Agreement is replaced in connection its entirety with the Administrative Agent’s lender’s title insurance policies in respect of each Mortgage in form and substance reasonably acceptable to the Administrative AgentSchedule I attached hereto.

Post-Closing Covenants. (a) Not later than 30 days after the Closing Date (or such later date The Company agrees and covenants as may be acceptable to the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent additional insured, mortgagee and lender loss payable special endorsements to the insurance policies of the Loan Parties, in each case naming the Administrative Agent as additional insured, mortgagee and lender loss payee, as applicable, in form and substance satisfactory to the Administrative Agent.follows: (bi) Not later than 120 days after the Closing Date (or such later date as may be acceptable to the Administrative Agent in its sole discretion)To, the Borrower shall deliver to the Administrative Agent current appraisals of the real property constituting Collateral and improvements thereto, prepared by an appraiser reasonably acceptable to the Administrative Agent, such appraisals to be in form and substance satisfactory to the Administrative Agent. (c) Not later than within 60 days after the Closing Date Date, prepare and file the Resale Prospectus; (or ii) To promptly prepare and file with the Commission such later date amendments and supplements to the Registration Statement and the Resale Prospectus as may be acceptable necessary to keep the Registration Statement effective until the earlier of (A) two years from the date of filing of the Resale Prospectus with the Commission, provided, however, that such two year time period will automatically be extended by the number of days, if any, during which there is in effect any stop order or other suspension of the effectiveness of the Registration Statement, and (B) such time as the New Shares purchased pursuant to the Administrative Agent Standby Purchase Commitment become eligible for resale by each Standby Purchaser or its Affiliates without any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act or any other rule of similar effect; provided that, for the avoidance of doubt, in its sole discretionno event shall the Company have any obligation to keep the Registration Statement effective after such time as all of the New Shares have been sold pursuant to the Resale Prospectus or Rule 144 (the “Registration Period”), the Borrower shall ; (iii) To deliver to each Standby Purchaser a copy of the Administrative Agent an amendment Resale Prospectus and to give each Standby Purchaser the opportunity to review and comment on any disclosure in the Resale Prospectus relating to such Standby Purchaser; (iv) To take all action reasonably necessary to cause the New Shares purchased pursuant to the Standby Purchase Commitment to be listed on the NASDAQ Global Market within 15 days of their issuance; (v) To furnish to each Specified Lease Agreement duly executed by Standby Purchaser such number of copies of the Borrower Resale Prospectus, prospectus supplements and the applicable landlordsuch other documents as such Standby Purchaser may reasonably request, in each case in form and substance satisfactory order to facilitate the public sale or other disposition of all or any of the New Shares purchased pursuant to the Administrative Agent.Standby Purchase Commitment by such Standby Purchaser; (a) To register, qualify or make a determination of exemption for the New Shares purchased pursuant to the Standby Purchase Commitment under such securities or “blue sky” laws of such jurisdictions as each Standby Purchaser reasonably requests, (b) prepare and file in such jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times during the Registration Period, (c) take all such other lawful actions as may be necessary to maintain such registrations, qualifications and exemptions in effect at all times during the Registration Period, and (d) Not later than 30 days after take all such other lawful actions reasonably necessary or advisable to qualify the Closing Date (or such later date as may be acceptable New Shares purchased pursuant to the Administrative Agent Standby Purchase Commitment for sale in its sole discretion)such jurisdictions; provided, the Borrower shall deliver to the Administrative Agent a commitment to issue an ALTA lender’s title insurance policy insuring the Administrative Agenthowever, for the benefit of the Secured Parties, and in form reasonably acceptable to the Administrative Agent (including such endorsements as the Administrative Agent may reasonably require), insuring that the Mortgage Company shall not be required in respect connection therewith or as a condition thereto to (A) qualify to do business in any jurisdiction where it would not otherwise be required to qualify, (B) subject itself to general taxation in any such jurisdiction or (C) file a general consent to service of the Albion, Michigan Property creates a valid first priority Lien upon the property subject to process in any such Mortgage, subject only to Permitted Liens, any exceptions set forth on the Administrative Agent’s lender’s title insurance policy in effect on the date hereof with respect to the Albion, Michigan Property, and such exceptions as are acceptable to the Administrative Agent.jurisdiction; (evii) Not later than 30 days after the Closing Date (as such date may be extended in the sole discretion of the Administrative Agent so long as the Borrower is diligently pursuing the items or actions described in this Section 6.15(e)), the Borrower shall deliver to the Administrative Agent such documents, agreements, deeds, releases, instruments, certificates or affidavits, and shall otherwise take such other actions, as the Administrative Agent may reasonably request To bear all expenses in connection with the Administrative Agent’s lender’s title insurance policies procedures in respect paragraphs (i) through (vi) of each Mortgage in form this Section 6.1(b) and substance reasonably acceptable the preparation of the Resale Prospectus relating to the Administrative AgentNew Shares purchased pursuant to the Standby Purchase Commitment (including the fees and expenses, if any, of counsel or other advisers to the Standby Purchasers up to an aggregate limitation set forth in Section 11(a) hereof), other than underwriting discounts, brokerage fees and commissions incurred by the Standby Purchasers, if any, in connection with the offering of such New Shares pursuant to the Resale Prospectus; (viii) To cause the Resale Prospectus, and any post-effective amendments thereto to comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act and, as of their respective dates, to not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ix) As promptly as practicable after becoming aware of such event, notify each Standby Purchaser of the occurrence of any event, as a result of which the Resale Prospectus, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare a supplement to the Resale Prospectus to correct such untrue statement or omission, and deliver a number of copies of such supplement to each Standby Purchaser as it may reasonably request; (x) As promptly as practicable after becoming aware of such event, notify each Standby Purchaser of the issuance by the Commission of any stop order or other suspension of the effectiveness of the Registration Statement and take all lawful action to effect the withdrawal, rescission or removal of such stop order or other suspension; and (xi) In order to enable each Standby Purchaser to sell the New Shares under Rule 144 under the Securities Act, for a period of two years from the date of the filing of the Resale Prospectus with the Commission, use reasonable efforts to comply with the requirements of Rule 144, including without limitation, its reasonable efforts to comply with the requirements of Rule 144(c)(1) with respect to public information about the Company and to timely file all reports required to be filed by the Company under the Exchange Act.