Common use of Post-Closing Items Clause in Contracts

Post-Closing Items. (a) Borrower shall use commercially reasonable efforts to cause the landlord of each leased property listed on Schedule 7.16 to execute and deliver to Lenders, not later than 30 days after the First Borrowing Date, a Landlord Consent. (b) Borrower shall use commercially reasonable efforts to execute and deliver to the Lenders such duly executed Intellectual Property security agreements as the Lenders may require with respect to foreign Intellectual Property, and take such other action as the Lenders may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created thereunder in that portion of the Collateral consisting of Intellectual Property located outside the United States. (c) Within 60 days after the date hereof, Borrower shall cause to be delivered to the Lenders, in form and substance reasonably satisfactory to the Majority Lenders, (a) an intercreditor agreement executed by the lenders under the Cuyahoga County Loan Documents, or (b) a payoff letter providing that (i) the Cuyahoga County Loan Documents have be terminated and all loans and obligations thereunder repaid in full in cash, and (ii) all Liens in favor of the secured parties under the Cuyahoga County Loan Documents have been released. (d) Not later than 30 days following the first Borrowing Date, or such later date as agreed to by the Majority Lenders, Borrower shall deliver to the Lenders insurance endorsements, each in form and substance satisfactory to the Lenders, related to the policies evidenced by the certificates of insurance delivered pursuant to Section 6.01(g)(ix). (e) Not later than 30 days following the first Borrowing Date, Borrower shall execute and deliver to the Lenders fully executed control agreements, in form and substance reasonably acceptable to Majority Lenders, as may be required to perfect the security interest created under the Security Agreement in all Deposit Accounts, Securities Accounts and Commodity Accounts (as each such term is defined in the Security Agreement) (other than Excluded Accounts) owned by the Obligors in the United States.

Post-Closing Items. (a) Borrower shall use commercially reasonable efforts to cause the landlord of each leased property listed on Schedule 7.16 to execute The Loan Parties shall, as promptly as practicable and deliver to Lenders, not in no event later than 30 90 days after following the First Borrowing DateClosing Date (or such longer period as the Administrative Agent may reasonably determine in its sole discretion), a Landlord Consentdeliver evidence of insurance coverage in compliance with the terms of Section 5.05 hereof (including with respect to any endorsements referenced therein), to the extent not previously delivered in accordance herewith. (b) Borrower shall use commercially reasonable efforts Each Loan Party will, and will cause each of its Subsidiaries that is a Loan Party to execute enter into, and deliver cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements (or, in the Lenders such duly executed Intellectual Property security agreements as case of (x) Hungarian Holdings, Hungarian Security Deposit Agreements and (y) Osmotica Cyprus, the Lenders may require Cyprus Charge over Bank Accounts) with respect to foreign Intellectual Propertyeach deposit, and take securities, commodity or similar account maintained by such Person other action than Excluded Accounts not later than 60 days following the Closing Date (or such later date as the Lenders Administrative Agent may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created thereunder determine in that portion of the Collateral consisting of Intellectual Property located outside the United Statesits sole discretion). (c) Within 60 If Osmotica BVI shall not have been dissolved on or prior to the date that is 120 days (or such later date as the Administrative Agent may determine in its sole discretion) after the date hereofClosing Date, Borrower the Loan Parties shall cause Osmotica BVI to become a Loan Party (and all Capital Stock in Osmotica BVI to be delivered subject to a First Priority perfected Lien in favor of the LendersAdministrative Agent) on or prior to such date, by executing and delivering a Joinder Agreement, a Security Agreement Joinder Agreement, a pledge agreement with respect to all Capital Stock in Osmotica BVI and such other security documents in form and substance reasonably satisfactory acceptable to the Majority LendersAdministrative Agent, (a) an intercreditor agreement executed by together with a legal opinion of British Virgin Islands counsel to Osmotica BVI with respect to the lenders under such documents in form and substance reasonably acceptable to the Cuyahoga County Loan DocumentsAdministrative Agent. Upon execution and delivery thereof, or (b) a payoff letter providing that Osmotica BVI (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the Cuyahoga County rights, benefits, duties, and obligations in such capacity under the Loan Documents have be terminated and all loans and obligations thereunder repaid in full in cash, and (ii) all Liens will simultaneously therewith deliver a completed Perfection Certificate and simultaneously therewith or as soon as practicable thereafter (and in favor any event within 45 days thereafter (as may be extended at the discretion of the secured parties under Administration Agent)) take such actions as may be required in accordance with the Cuyahoga County terms hereof or of the applicable Collateral Documents to grant Liens to the Administrative Agent, for the benefit of itself and the Lenders and each other Secured Party, in each case to the extent required by the terms thereof, in any property (subject to the limitations with respect to Capital Stock set forth in paragraph (b) of Section 5.12, the limitations with respect to real property set forth in paragraph (d) of Section 5.12, and any other limitations set forth in the Pledge and Security Agreement) of such Loan Party which constitutes Collateral (including any Material Real Estate Assets), on such terms as may be required pursuant to the terms of the Collateral Documents have been releasedand in such priority as may be required pursuant to the terms of the Subordination Agreement, and with respect to Material Real Estate Assets, take such actions described in paragraph (d) of Section 5.12. (d) Not later than 30 60 days following the first Borrowing Date, Closing Date (or such later date as agreed the Administrative Agent may reasonably determine in its sole discretion), Osmotica Cyprus shall take such action as may be necessary to grant the Administrative Agent a security interest in all its assets (other than the Capital Stock of Osmotica BVI), including the execution and delivery of the Cyprus Debenture and delivery of a legal opinion with respect thereto, and shall take all other applicable actions, as reasonably required by the Majority LendersAdministrative Agent, Borrower shall deliver including, but not limited to, those described in Sections 4.01(m)(i) and (ii) and 5.12 with respect to Osmotica Cyprus and its assets and the Lenders insurance endorsements, each in form and substance satisfactory to the Lenders, related to the policies evidenced by the certificates registration of insurance delivered pursuant to Section 6.01(g)(ix)such security interest. (e) Not The Administrative Agent shall receive evidence of the filing, registration or recordation of each filing, registration or recordation with the Registrar, of the changes in the shareholding structure and in the composition of the board of directors of Osmotica Cyprus, effected pursuant to the transactions contemplated by the Acquisition and/or the Acquisition Agreement, including, but not limited to, HE57 and HE4 forms, duly stamped as received by the Registrar, each certified as a true copy by the corporate secretary of Osmotica Cyprus, not later than 30 days following one Business Day after the first Borrowing Closing Date (or such later date as the Administrative Agent may reasonably determine in its sole discretion). Promptly upon, and in any event no later than 20 Business Days (or such longer period as the Administrative Agent may reasonably determine in its sole discretion) following, the Closing Date, Borrower Osmotica Cyprus shall execute and deliver to the Lenders fully executed control agreementsAdministrative Agent (or its Cyprus counsel) a Tax Residence Certificate duly issued by the Cyprus Income Tax Office of the Cyprus Ministry of Finance, certified as a true copy of the original by the corporate secretary of Osmotica Cyprus. (f) Each Loan Party shall cause each Material Real Estate Asset owned by such Loan Party on the Closing Date to be subjected to a Lien securing the Secured Obligations pursuant to a Mortgage in form and substance reasonably acceptable to Majority Lendersthe Administrative Agent, and will take, and cause each Subsidiary that is a Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12(c) and delivery of flood hazard determination forms, title insurance policies (including any endorsements thereto), surveys and local counsel opinions, all at the expense of the Loan Parties. (g) Promptly upon, and in any event no later than 10 Business Days (or such longer period as the Administrative Agent may reasonably determine in its sole discretion) following, the designation by the Administrative Agent of the applicable bank account in Hungary to be required set forth therein, Hungarian Holdings will execute and deliver a Hungarian Authorization Letter with respect to perfect the security interest created under the Security Agreement each bank account of Hungarian Holdings in all Deposit Accounts, Securities Accounts and Commodity Accounts (as each such term is defined in the Security Agreement) Hungary (other than any Excluded Accounts) owned by the Obligors in the United StatesAccount).

Post-Closing Items. (a) Borrower shall use commercially reasonable efforts to cause the landlord of each leased property listed on Schedule 7.16 to execute The Loan Parties shall, as promptly as practicable and deliver to Lenders, not in no event later than 30 90 days after following the First Borrowing DateClosing Date (or such longer period as the Administrative Agent may reasonably determine in its sole discretion), a Landlord Consentdeliver evidence of insurance coverage in compliance with the terms of Section 5.05 hereof (including with respect to any endorsements referenced therein), to the extent not previously delivered in accordance herewith. (b) Borrower shall use commercially reasonable efforts Each Loan Party will, and will cause each of its Subsidiaries that is a Loan Party to execute enter into, and deliver cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements (or, in the Lenders such duly executed Intellectual Property security agreements as case of (x) Hungarian Holdings, Hungarian Security Deposit Agreements and (y) Osmotica Cyprus, the Lenders may require Cyprus Charge over Bank Accounts) with respect to foreign Intellectual Propertyeach deposit, and take securities, commodity or similar account maintained by such Person other action than Excluded Accounts not later than 60 days following the Closing Date (or such later date as the Lenders Administrative Agent may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created thereunder determine in that portion of the Collateral consisting of Intellectual Property located outside the United Statesits sole discretion). (c) Within 60 If Osmotica BVI shall not have been dissolved on or prior to the date that is 120 days (or such later date as the Administrative Agent may determine in its sole discretion) after the date hereofClosing Date, Borrower the Loan Parties shall cause Osmotica BVI to become a Loan Party (and all Capital Stock in Osmotica BVI to be delivered subject to a First Priority perfected Lien in favor of the LendersAdministrative Agent) on or prior to such date, by executing and delivering a Joinder Agreement, a Security Agreement Joinder Agreement, a pledge agreement with respect to all Capital Stock in Osmotica BVI and such other security documents in form and substance reasonably satisfactory acceptable to the Majority LendersAdministrative Agent, (a) an intercreditor agreement executed by together with a legal opinion of British Virgin Islands counsel to Osmotica BVI with respect to the lenders under such documents in form and substance reasonably acceptable to the Cuyahoga County Loan DocumentsAdministrative Agent. Upon execution and delivery thereof, or (b) a payoff letter providing that Osmotica BVI (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the Cuyahoga County rights, benefits, duties, and obligations in such capacity under the Loan Documents have be terminated and all loans and obligations thereunder repaid in full in cash, and (ii) all Liens will simultaneously therewith deliver a completed Perfection Certificate and simultaneously therewith or as soon as practicable thereafter (and in favor any event within 45 days thereafter (as may be extended at the discretion of the secured parties under Administration Agent)) take such actions as may be required in accordance with the Cuyahoga County terms hereof or of the applicable Collateral Documents to grant Liens to the Administrative Agent, for the benefit of itself and the Lenders and each other Secured Party, in each case to the extent required by the terms thereof, in any property (subject to the limitations with respect to Capital Stock set forth in paragraph (b) of Section 5.12, the limitations with respect to real property set forth in paragraph (d) of Section 5.12, and any other limitations set forth in the Pledge and Security Agreement) of such Loan Party which constitutes Collateral (including any Material Real Estate Assets), on such terms as may be required pursuant to the terms of the Collateral Documents have been releasedand in such priority as may be required pursuant to the terms of the Subordination Agreement, and with respect to Material Real Estate Assets, take such actions described in paragraph (d) of Section 5.12. (d) Not later than 30 60 days following the first Borrowing Date, Closing Date (or such later date as agreed the Administrative Agent may reasonably determine in its sole discretion), Osmotica Cyprus shall take such action as may be necessary to grant the Administrative Agent a security interest in all its assets (other than the Capital Stock of Osmotica BVI), including the execution and delivery of the Cyprus Debenture and delivery of a legal opinion with respect thereto, and shall take all other applicable actions, as reasonably required by the Majority LendersAdministrative Agent, Borrower shall deliver including, but not limited to, those described in Sections 4.01(m)(i) and (ii) and 5.12 with respect to Osmotica Cyprus and its assets and the Lenders insurance endorsements, each in form and substance satisfactory to the Lenders, related to the policies evidenced by the certificates registration of insurance delivered pursuant to Section 6.01(g)(ix)such security interest. (e) Not The Administrative Agent shall receive evidence of the filing, registration or recordation of each filing, registration or recordation with the Registrar, of the changes in the shareholding structure and in the composition of the board of directors of Osmotica Cyprus, effected pursuant to the transactions contemplated by the Acquisition and/or the Acquisition Agreement, including, but not limited to, HE57 and HE4 forms, duly stamped as received by the Registrar, each certified as a true copy by the corporate secretary of Osmotica Cyprus, not later than 30 days following one Business Day after the first Borrowing Closing Date (or such later date as the Administrative Agent may reasonably determine in its sole discretion). Promptly upon, and in any event no later than 20 Business Days (or such longer period as the Administrative Agent may reasonably determine in its sole discretion) following, the Closing Date, Borrower Osmotica Cyprus shall execute and deliver to the Lenders fully executed control agreementsAdministrative Agent (or its Cyprus counsel) a Tax Residence Certificate duly issued by the Cyprus Income Tax Office of the Cyprus Ministry of Finance, certified as a true copy of the original by the corporate secretary of Osmotica Cyprus. (f) Each Loan Party shall cause each Material Real Estate Asset owned by such Loan Party on the Closing Date to be subjected to a Lien securing the Secured Obligations pursuant to a Mortgage in form and substance reasonably acceptable to Majority Lendersthe Administrative Agent, and will take, and cause each Subsidiary that is a Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12(c) and delivery of flood hazard determination forms, title insurance policies (including any endorsements thereto), surveys and local counsel opinions, all at the expense of the Loan Parties. (g) Promptly upon, and in any event no later than 10 Business Days (or such longer period as the Administrative Agent may reasonably determine in its sole discretion) following, the designation by the Administrative Agent of the applicable bank account in Hungary to be required set forth therein, Hungarian Holdings will execute and deliver a Hungarian Authorization Letter with respect to perfect the security interest created under the Security Agreement each bank account of Hungarian Holdings in all Deposit Accounts, Securities Accounts and Commodity Accounts (as each such term is defined in the Security Agreement) Hungary (other than any Excluded AccountsAccount). (h) owned The Loan Parties shall cause RevitaLid to become a Loan Party on or prior to January 31, 2018 (or such later date as the Administrative Agent may determine in its sole discretion), by the Obligors in the United States.executing and delivering a Joinder Agreement and a

Post-Closing Items. (a) Borrower shall use commercially reasonable efforts to cause the landlord of each leased property listed on Schedule 7.16 to execute The Loan Parties shall, as promptly as practicable and deliver to Lenders, not in no event later than 30 90 days after following the First Borrowing DateClosing Date (or such longer period as the Administrative Agent may reasonably determine in its sole discretion), a Landlord Consentdeliver evidence of insurance coverage in compliance with the terms of Section 5.05 hereof (including with respect to any endorsements referenced therein), to the extent not previously delivered in accordance herewith. (b) Borrower shall use commercially reasonable efforts Each Loan Party will, and will cause each of its Subsidiaries that is a Loan Party to execute enter into, and deliver cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements (or, in the Lenders such duly executed Intellectual Property security agreements as case of (x) Hungarian Holdings, Hungarian Security Deposit Agreements and (y) Osmotica Cyprus, the Lenders may require Cyprus Charge over Bank Accounts) with respect to foreign Intellectual Propertyeach deposit, and take securities, commodity or similar account maintained by such Person other action than Excluded Accounts not later than 60 days following the Closing Date (or such later date as the Lenders Administrative Agent may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created thereunder determine in that portion of the Collateral consisting of Intellectual Property located outside the United States.its sole discretion). ​ ​ ​ (c) Within 60 If Osmotica BVI shall not have been dissolved on or prior to the date that is 120 days (or such later date as the Administrative Agent may determine in its sole discretion) after the date hereofClosing Date, Borrower the Loan Parties shall cause Osmotica BVI to become a Loan Party (and all Capital Stock in Osmotica BVI to be delivered subject to a First Priority perfected Lien in favor of the LendersAdministrative Agent) on or prior to such date, by executing and delivering a Joinder Agreement, a Security Agreement Joinder Agreement, a pledge agreement with respect to all Capital Stock in Osmotica BVI and such other security documents in form and substance reasonably satisfactory acceptable to the Majority LendersAdministrative Agent, (a) an intercreditor agreement executed by together with a legal opinion of British Virgin Islands counsel to Osmotica BVI with respect to the lenders under such documents in form and substance reasonably acceptable to the Cuyahoga County Loan DocumentsAdministrative Agent. Upon execution and delivery thereof, or (b) a payoff letter providing that Osmotica BVI (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the Cuyahoga County rights, benefits, duties, and obligations in such capacity under the Loan Documents have be terminated and all loans and obligations thereunder repaid in full in cash, and (ii) all Liens will simultaneously therewith deliver a completed Perfection Certificate and simultaneously therewith or as soon as practicable thereafter (and in favor any event within 45 days thereafter (as may be extended at the discretion of the secured parties under Administration Agent)) take such actions as may be required in accordance with the Cuyahoga County terms hereof or of the applicable Collateral Documents to grant Liens to the Administrative Agent, for the benefit of itself and the Lenders and each other Secured Party, in each case to the extent required by the terms thereof, in any property (subject to the limitations with respect to Capital Stock set forth in paragraph (b) of Section 5.12, the limitations with respect to real property set forth in paragraph (d) of Section 5.12, and any other limitations set forth in the Pledge and Security Agreement) of such Loan Documents have been releasedParty which constitutes Collateral (including any Material Real Estate Assets), on such terms as may be required pursuant to the terms of the Collateral Documents, and with respect to Material Real Estate Assets, take such actions described in paragraph (d) of Section 5.12. (d) Not later than 30 60 days following the first Borrowing Date, Closing Date (or such later date as agreed the Administrative Agent may reasonably determine in its sole discretion), Osmotica Cyprus shall take such action as may be necessary to grant the Administrative Agent a security interest in all its assets (other than the Capital Stock of Osmotica BVI), including the execution and delivery of the Cyprus Debenture and delivery of a legal opinion with respect thereto, and shall take all other applicable actions, as reasonably required by the Majority LendersAdministrative Agent, Borrower shall deliver including, but not limited to, those described in Sections 4.01(m)(i) and (ii) and 5.12 with respect to Osmotica Cyprus and its assets and the Lenders insurance endorsements, each in form and substance satisfactory to the Lenders, related to the policies evidenced by the certificates registration of insurance delivered pursuant to Section 6.01(g)(ix)such security interest. (e) Not The Administrative Agent shall receive evidence of the filing, registration or recordation of each filing, registration or recordation with the Registrar, of the changes in the shareholding structure and in the composition of the board of directors of Osmotica Cyprus, effected pursuant to the transactions contemplated by the Acquisition and/or the Acquisition Agreement, including, but not limited to, HE57 and HE4 forms, duly stamped as received by the Registrar, each certified as a true copy by the corporate secretary of Osmotica Cyprus, not later than 30 days following one Business Day after the first Borrowing Closing Date (or such later date as the Administrative Agent may reasonably determine in its sole discretion). Promptly upon, and in any event no later than 20 Business Days (or such longer period as the Administrative Agent may reasonably determine in its sole discretion) following, the Closing Date, Borrower Osmotica Cyprus shall execute and deliver to the Lenders fully executed control agreementsAdministrative Agent (or its Cyprus counsel) a Tax Residence Certificate duly issued by the Cyprus Income Tax Office of the Cyprus Ministry of Finance, certified as a true copy of the original by the corporate secretary of Osmotica Cyprus. (f) Each Loan Party shall cause each Material Real Estate Asset owned by such Loan Party on the Closing Date to be subjected to a Lien securing the Secured Obligations pursuant to a Mortgage in form and substance reasonably acceptable to Majority Lendersthe Administrative Agent, and will take, and cause each Subsidiary that is a Loan Party to take, such actions as shall be necessary or reasonably requested by the ​ ​ Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12(c) and delivery of flood hazard determination forms, title insurance policies (including any endorsements thereto), surveys and local counsel opinions, all at the expense of the Loan Parties. (g) Promptly upon, and in any event no later than 10 Business Days (or such longer period as the Administrative Agent may reasonably determine in its sole discretion) following, the designation by the Administrative Agent of the applicable bank account in Hungary to be set forth therein, Hungarian Holdings will execute and deliver a Hungarian Authorization Letter with respect to each bank account of Hungarian Holdings in Hungary (other than any Excluded Account). (h) The Loan Parties shall cause RevitaLid to become a Loan Party on or prior to January 31, 2018 (or such later date as the Administrative Agent may determine in its sole discretion), by executing and delivering a Joinder Agreement and a Security Agreement Joinder Agreement. Upon execution and delivery thereof, RevitaLid (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will simultaneously therewith deliver a completed Perfection Certificate and simultaneously therewith or as soon as practicable thereafter (and in any event within 45 days thereafter (as may be extended at the discretion of the Administration Agent)) take such actions as may be required in accordance with the terms hereof or of the applicable Collateral Documents to perfect grant Liens to the security interest created under Administrative Agent, for the Security Agreement benefit of itself and the Lenders and each other Secured Party, in all Deposit Accountseach case to the extent required by the terms thereof, Securities Accounts in any property (subject to the limitations with respect to Capital Stock set forth in paragraph (b) of Section 5.12, the limitations with respect to real property set forth in paragraph (d) of Section 5.12, and Commodity Accounts (as each such term is defined any other limitations set forth in the Pledge and Security Agreement) of such Loan Party which constitutes Collateral (other than Excluded Accountsincluding any Material Real Estate Assets), on such terms as may be required pursuant to the terms of the Collateral Documents, and with respect to Material Real Estate Assets, take such actions described in paragraph (d) owned by the Obligors in the United Statesof Section 5.12.

Post-Closing Items. (a) Borrower TriVascular shall (i) use commercially reasonable efforts to cause the landlord of each leased property listed on Schedule 7.16 Master Lessor to execute and deliver to Lenders the Landlord Consent in substantially the form attached hereto as Exhibit G, with such changes as may be reasonably agreed to by Borrowers and Majority Lenders, not later than 30 days after and (ii) subject to receipt of the First Borrowing Dateconsent in subsection 8.15(a)(i) above, execute, acknowledge and deliver to Lenders and cause to be recorded in the real property records of Sonoma County, California, a Landlord ConsentLeasehold Deed of Trust in substantially the form attached hereto as Exhibit H, with such changes as may be reasonably agreed to by Borrowers and Majority Lenders. (b) Borrower On or prior to the date that is 30 days after the date of the initial Borrowing, Borrowers shall execute and deliver to the Lenders duly executed control agreements in favor of the Lenders for all Deposit Accounts, Securities Accounts and Commodity Accounts owned by the Obligors in the United States as of the date hereof that contain assets, cash or otherwise, in excess of $750,000 in such account. (c) Borrowers shall use commercially reasonable efforts to execute and deliver to the Lenders such duly executed Intellectual Property security agreements agreements, as the Lenders may require with respect to foreign Intellectual Property, and take such other action as the Lenders may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created thereunder in that portion of the Collateral consisting of Intellectual Property located outside the United StatesStates in the jurisdictions listed on Schedule 8.15(c). (cd) Within 60 days after the date hereof, Borrower Borrowers shall use commercially reasonable efforts to cause to be delivered to the Lenders, Lenders a duly executed subordination agreement in form and substance reasonably satisfactory to the Majority Lenders, (a) an intercreditor agreement executed by the lenders under the Cuyahoga County Loan Documents, or (b) a payoff letter providing that (i) the Cuyahoga County Loan Documents have be terminated and all loans and obligations thereunder repaid in full in cash, and (ii) all Liens in favor respect of the secured parties under the Cuyahoga County Loan Documents have been released. (d) Not later than 30 days following the first Borrowing Date, or such later date as agreed to by the Majority Lenders, Borrower shall deliver to the Lenders insurance endorsements, each in form and substance Boston Scientific Note satisfactory to the Lenders, related to the policies evidenced by the certificates of insurance delivered pursuant to Section 6.01(g)(ix). (e) Not later than 30 days following the first Borrowing Date, Borrower shall execute and deliver to the Lenders fully executed control agreements, in form and substance reasonably acceptable to Majority Lenders, as may be required to perfect the security interest created under the Security Agreement in all Deposit Accounts, Securities Accounts and Commodity Accounts (as each such term is defined in the Security Agreement) (other than Excluded Accounts) owned by the Obligors in the United States.

Post-Closing Items. (a) Borrower shall use commercially reasonable efforts to cause the landlord landlords of each all of its leased property listed on Schedule 7.16 properties engaged in manufacturing to execute and deliver to Lenders, not later than 30 sixty (60) days after the First Borrowing Closing Date, a Landlord ConsentConsents in respect of such properties. (b) Borrower shall use commercially reasonable efforts to execute and deliver to the Lenders such duly executed Intellectual Property security agreements as the Lenders may require with respect to foreign Material Intellectual PropertyProperty located outside the United States, and take such other action as the Lenders may reasonably deem necessary or appropriate to duly record or otherwise perfect the security interest created thereunder in that portion of the Collateral consisting of Material Intellectual Property located outside the United States, provided that notwithstanding any provision under this Agreement or other Loan Document to the contrary (other than Section 9.09(f)), Borrower and its Subsidiaries shall not be responsible for legal and filing costs, fees, expenses and other amounts in excess of $15,000 in respect of actions required under Section 8.12 or this Section 8.16(b) for each foreign jurisdiction, or $50,000 in the aggregate for all foreign jurisdictions. (c) Within 60 days after the date hereof, Borrower shall cause deliver to be delivered to Lenders original stock certificates (or the Lenders, in form and substance reasonably satisfactory to the Majority Lenders, (aequivalent) an intercreditor agreement executed by the lenders under the Cuyahoga County Loan Documents, or (b) a payoff letter providing that (i) the Cuyahoga County Loan Documents have be terminated and all loans and obligations thereunder repaid in full in cash, and (ii) all Liens in favor representing 65% of the secured parties under voting stock of each First-Tier Foreign Subsidiary and related stock powers no later than thirty (30) days following the Cuyahoga County Loan Documents have been releasedClosing Date (or such later date as Majority Lenders may permit). (d) Not later than 30 days following the first Borrowing Date, or such later date as agreed to by the Majority Lenders, Borrower shall deliver to the Lenders insurance endorsements, each in form and substance satisfactory to the Lenders, related to the policies evidenced by the certificates of insurance delivered pursuant to Section 6.01(g)(ix). (e) Not later than 30 days following the first Borrowing Date, Borrower shall execute and deliver to the Lenders fully duly executed control agreements, agreements in form and substance reasonably acceptable to Majority Lenders, as may be required to perfect the security interest created under the Security Agreement in favor of Lenders for all Borrower’s Deposit Accounts, Securities Accounts and Commodity Accounts (other than Excluded Accounts (as each such term is defined in the Security Agreement)) no later than thirty (other than Excluded Accounts30) owned by days following the Obligors in the United StatesClosing Date (or such later date as Majority Lenders may permit).