Common use of Post-Closing Requirements Clause in Contracts

Post-Closing Requirements. Parent will, and will cause each of its Subsidiaries, as applicable, to take each of the actions set forth on Schedule 5.14 of the Disclosure Letter within the time period prescribed therefor on such schedule (or such longer period as the Collateral Agent may agree in its sole discretion), which shall include that: (a) notwithstanding anything to the contrary in Section 3.1(g) or Section 5.4, the Credit Parties shall have until the date that is sixty (60) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.4 with regards to naming the Collateral Agent, on behalf of the Lenders and the other Secured Parties, as additional insured or loss payee, on any products liability or general liability insurance in the United States regarding Collateral in effect on the Tranche A Closing Date; (b) notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety (90) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date or opened during such 90-day period; (c) notwithstanding anything to the contrary in Section 6.2(b), the Credit Parties shall have until the date that is sixty (60) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 6.2(b)(ii) with regards to the location of the primary Books of any Credit Party or any of its Subsidiaries or the location of any material portion of the Collateral on the Tranche A Closing Date or during such 60-day period; (d) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is one hundred and twenty (120) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is thirty (30) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to the delivery of Pledged Certificated Stock in LumiraDX, Inc. All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided in the Loan Documents, such that to the extent any such action set forth in Schedule 5.14 of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure Letter.

Post-Closing Requirements. Parent Borrower will, and will cause each of its Subsidiaries, as applicable, to take each of the actions set forth on Schedule 5.14 of the Disclosure Letter within the time period prescribed therefor on such schedule (or such longer period as the Collateral Agent may agree in its sole discretion), which shall include include, among other things, that: (a) notwithstanding anything to the contrary in Section 3.1(g) or Section 5.4, the Credit Parties shall have until the date that is sixty thirty (6030) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.4 with regards to naming the Collateral Agent, on behalf of the Lenders and the other Secured Parties, as additional insured or loss payee, on any products liability or general liability insurance in the United States regarding Collateral in effect on the Tranche A Closing Date; (b) notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety (90) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date or opened during such 90-day period; and (c) notwithstanding anything to the contrary in Section 6.2(b), the Credit Parties shall have until the date that is sixty thirty (6030) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 6.2(b)(ii) with regards to the location of the primary Books of any Credit Party or any of its Subsidiaries or the location of any material portion of the Collateral on the Tranche A Closing Date or during such 6030-day period; (d) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is one hundred and twenty (120) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is thirty (30) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to the delivery of Pledged Certificated Stock in LumiraDX, Inc. . All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided in the Loan Documents, such that to the extent any such action set forth in Schedule 5.14 of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure Letter.

Post-Closing Requirements. Parent will, and will cause each of its Subsidiaries, as applicable, to take each of the actions set forth on Schedule 5.14 of the Disclosure Letter within the time period prescribed therefor on such schedule (or such longer period as the Collateral Agent may agree in its sole discretion), which shall include that: (a) notwithstanding anything to the contrary in Section 3.1(g) or Section 5.4, the Credit Parties shall have until the date that is sixty (60) Within 120 days following the Tranche A Closing Date (or such longer period as may be agreed to by the Collateral Administrative Agent may agree in its sole discretion) ), the Borrower shall, or shall cause the applicable Loan Party to, grant to comply the Administrative Agent a security interest in and Mortgage on each Real Property listed on Schedule 5.12 hereto in each case, in the amount set forth with respect to such Real Property on Schedule 5.12 hereto, which security interest and mortgage shall constitute valid and enforceable Liens subject to no other Liens except Permitted Liens and record, register or file, and cause each such subsidiary to record, register or file, the provisions of Section 5.4 with regards Mortgage or instruments related thereto in such manner and in such places as is required by law to naming establish, perfect, preserve and protect the Collateral Agent, on behalf Liens in favor of the Lenders and Administrative Agent (for the other benefit of the Secured Parties) required to be granted pursuant to the Mortgages and pay, as additional insured and cause each such Subsidiary to pay, in full, all Taxes, fees and other charges required to be paid in connection with such recording, registration or loss payeefiling. Unless otherwise waived by the Administrative Agent (and with respect to Section 5.09(c)(i)(B), on any products liability or general liability insurance the applicable Lender), with respect to each such Mortgage, the Borrowers shall satisfy the requirements set forth in the United States regarding Collateral in effect on the Tranche A Closing Date; Section 5.09(c)(i), (ii) and (iii) with respect to each applicable Real Property. (b) notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety (90) Within 30 days following the Tranche A Closing Date (or such longer period as may be agreed to by the Collateral Administrative Agent may agree in its sole discretion) ), the Borrower shall deliver insurance certificates and endorsements contemplated by Section 5.05(c), in form and substance reasonably satisfactory to comply with the provisions of Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date or opened during such 90-day period; Administrative Agent. (c) notwithstanding anything to the contrary in Section 6.2(b), the Credit Parties shall have until the date that is sixty (60) No later than 90 days immediately following the Tranche A Closing Date, Borrower shall use commercially reasonable efforts to file and record with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, properly executed documents or instruments evidencing the release or termination of the security interests, liens or other encumbrances identified on Schedule 6.02 (iv). (d) Within 20 Business Days following the Closing Date (or such longer period as may be agreed to by the Collateral Administrative Agent may agree in its sole discretion) to comply with ), the provisions of Section 6.2(b)(ii) with regards Borrower shall (or shall cause its Subsidiaries to), to the location of extent required under the primary Books of any Credit Party or any of its Subsidiaries or the location of any material portion of the Collateral on the Tranche A Closing Date or during such 60-day period; (d) notwithstanding anything Security Agreement, deliver to the contrary Administrative Agent all certificates, agreements or instruments representing or evidencing the Pledged Collateral (as defined in Section 5.12, the Credit Parties shall have until the date that is one hundred and twenty (120Security Agreement) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything to the contrary suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in Section 5.12blank, the Credit Parties shall have until the date that is thirty (30) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to the delivery of Pledged Certificated Stock in LumiraDX, Inc. All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take not delivered on the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided in the Loan Documents, such that to the extent any such action set forth in Schedule 5.14 of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure Letterafter commercially reasonable efforts.

Post-Closing Requirements. Parent will, Credit Parties hereby covenant and will cause each of its Subsidiaries, as applicable, to take each agree that: (a) Within thirty (30) days of the actions set forth on Schedule 5.14 consummation of the Disclosure Letter within the time period prescribed therefor on such schedule Surgalign Acquisition (or such longer period later date as the Collateral Agent may agree in writing in its sole discretion), which shall include that: (a) notwithstanding anything to the contrary in Section 3.1(g) or Section 5.4, the Credit Parties shall have until execute such documents and take such actions as may be required by Agent pursuant to Section 4.11(d) with respect to any Subsidiaries formed or acquired in connection with the date that is sixty Surgalign Acquisition; (60b) Within thirty (30) days following of the Tranche A Closing Date consummation of the Surgalign Acquisition (or such longer period later date as the Collateral Agent may agree in writing in its sole discretion), Credit Parties shall execute such supplements to the Intellectual Property Security Agreement; (c) Within five (5) Business Days after the date hereof (or such later date as Agent may agree in writing in its sole discretion), Credit Parties shall deliver to Agent an updated Perfection Certificate, in form and substance reasonably satisfactory to Agent; and (d) Unless Agent consents in writing in its sole discretion otherwise, within forty-five (45) days after the date hereof (or such later date as Agent may agree in writing in its sole discretion) Credit Parties shall join Paradigm Spine GmbH as a Guarantor and shall comply with the Joinder Requirements with respect to Paradigm Spine GmbH as though such Paradigm Spine GmbH was a new Subsidiary and no longer a Restricted Foreign Subsidiary pursuant to documentation (including any foreign law governed documentation as may be necessary or reasonably desirable) in form and substance reasonably satisfactory to Agent. Each Credit Party hereby agrees that failure to comply with the provisions of Section 5.4 with regards to naming the Collateral Agent, on behalf of the Lenders and the other Secured Parties, as additional insured or loss payee, on any products liability or general liability insurance in the United States regarding Collateral in effect on the Tranche A Closing Date; (b) notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety (90) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date or opened during such 90-day period; (c) notwithstanding anything to the contrary in Section 6.2(b), the Credit Parties shall have until the date that is sixty (60) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 6.2(b)(ii) with regards to the location of the primary Books of any Credit Party or any of its Subsidiaries or the location of any material portion of the Collateral on the Tranche A Closing Date or during such 60-day period; (d) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is one hundred and twenty (120) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is thirty (30) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to the delivery of Pledged Certificated Stock in LumiraDX, Inc. All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided in the Loan Documents, such that to the extent any such action requirements set forth in Schedule 5.14 this Section 6 shall constitute an immediate and automatic Event of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure LetterDefault.

Post-Closing Requirements. Parent will, and will cause each of its Subsidiaries, as applicable, to take each of the actions set forth on Schedule 5.14 of the Disclosure Letter within the time period prescribed therefor on such schedule (or such longer period as the Collateral Agent may agree in its sole discretion), which shall include include, among other things, that: (a) notwithstanding anything to the contrary in Section 3.1(g) or Section 5.4, the Credit Parties shall have until the date that is sixty thirty (6030) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.4 with regards to naming the Collateral Agent, on behalf of the Lenders and the other Secured Parties, as additional insured or loss payee, on any products liability or general liability insurance in the United States regarding Collateral in effect on the Tranche A Closing Date; (b) notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety (90) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date or opened during such 90-day period; (c) notwithstanding anything to the contrary in Section 6.2(b), the Credit Parties shall have until the date that is sixty thirty (6030) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 6.2(b)(ii) with regards to the location of the primary Books of any Credit Party or any of its Subsidiaries or the location of any material portion of the Collateral on the Tranche A Closing Date or during such 6030-day period; and (d) notwithstanding anything to the contrary in Section 5.123.1(j), the Credit Parties shall have until the date that is one hundred and twenty (120) 21 days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with deliver (x) a copy of the provisions of Section 5.12 with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything amendment to the contrary Security Agreement/Debenture Unlimited in Section 5.12Amount, dated April 4, 2021, between Parent and RTW Investments ICAV (for and on behalf of its sub-fund, RTW Fund 2), acknowledging the Credit Parties shall have until creation of a first priority security interest in and Lien upon the date that is thirty (30) days following the Tranche A Closing Date (or such longer period as Collateral in favor of the Collateral Agent may agree for the benefit of Lenders and the other Secured Parties and providing that such security interest and Lien is senior in its sole discretionpriority to any and all security interests and Liens in favor of RTW Investments ICAV thereunder, and (y) to comply evidence of the filing of such amended Security Agreement/Debenture Unlimited in Amount with the provisions Israeli Registrar of Section 5.12 with regards Companies (such evidence to be in form and substance reasonably satisfactory to the delivery of Pledged Certificated Stock in LumiraDX, Inc. Collateral Agent). All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided in the Loan Documents, such that to the extent any such action set forth in Schedule 5.14 of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure Letter.

Post-Closing Requirements. Parent Borrower will, and will cause each of its SubsidiariesSubsidiaries to, as applicable, to take each of the actions set forth on Schedule 5.14 of the Disclosure Letter within the time period prescribed therefor on such schedule (or such longer period as the Collateral Agent may agree in its sole discretion), which shall include that: include, among other things, that (a) notwithstanding anything to the contrary in Section 3.1(g) or Section 5.4, the Credit Parties shall have until the date that is sixty thirty (6030) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.4 with regards to naming the Collateral Agent, on behalf of the Lenders and the other Secured Parties, as additional insured or loss payee, on any products liability or and general liability insurance maintained in the United States regarding Collateral in effect on the Tranche A Closing Date; , (b) notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety (90) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date or opened during such 90-day period; , and (c) notwithstanding anything to the contrary in Section 6.2(b), the Credit Parties shall have until the date that is sixty thirty (6030) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 6.2(b)(ii) with regards to the location of the primary Books of any Credit Party or any of its Subsidiaries or the location of any material portion of the Collateral on as of the Tranche A Closing Date or during such 6030-day period; (d) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is one hundred and twenty (120) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is thirty (30) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to the delivery of Pledged Certificated Stock in LumiraDX, Inc. . All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided in the Loan Documents, such that to the extent any such action set forth in Schedule 5.14 of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure Letter.

Post-Closing Requirements. Parent will, and will cause each of its Subsidiaries, as applicable, to take each of the actions set forth on Schedule 5.14 of the Disclosure Letter within the time period prescribed therefor on such schedule (or such longer period as the Collateral Agent may agree in its sole discretion), which shall include that: (a) notwithstanding anything to the contrary in Section 3.1(g) or Section 5.4, the Credit Parties shall have until the date that is sixty (60) Within 120 days following the Tranche A Closing Date (or such longer period as may be agreed to by the Collateral Administrative Agent may agree in its sole discretion) ), the Borrower shall, or shall cause the applicable Loan Party to, grant to comply the Administrative Agent a security interest in and Mortgage on each Real Property listed on Schedule 5.12 hereto in each case, in the amount set forth with respect to such Real Property on Schedule 5.12 hereto, which security interest and mortgage shall constitute valid and enforceable Liens subject to no other Liens except Permitted Liens and record, register or file, and cause each such subsidiary to record, register or file, the provisions of Section 5.4 with regards Mortgage or instruments related thereto in such manner and in such places as is required by law to naming establish, perfect, preserve and protect the Collateral Agent, on behalf Liens in favor of the Lenders and Administrative Agent (for the other benefit of the Secured Parties) required to be granted pursuant to the Mortgages and pay, as additional insured and cause each such Subsidiary to pay, in full, all Taxes, fees and other charges required to be paid in connection with such recording, registration or loss payeefiling. Unless otherwise waived by the Administrative Agent (and with respect to Section 5.09(c)(i)(B), on any products liability or general liability insurance the applicable Lender), with respect to each such Mortgage, the Borrowers shall satisfy the requirements set forth in the United States regarding Collateral in effect on the Tranche A Closing Date; Section 5.09(c)(i), (ii) and (iii) with respect to each applicable Real Property. (b) notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety (90) Within 30 days following the Tranche A Closing Date (or such longer period as may be agreed to by the Collateral Administrative Agent may agree in its sole discretion) ), the Borrower shall deliver insurance certificates and endorsements contemplated by Section 5.05(c), in form and substance reasonably satisfactory to comply with the provisions of Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date or opened during such 90-day period; Administrative Agent. (c) notwithstanding anything to the contrary in Section 6.2(b), the Credit Parties shall have until the date that is sixty (60) days Within 20 Business Days following the Tranche A Closing Date (or such longer period as may be agreed to by the Collateral Administrative Agent may agree in its sole discretion) to comply with ), the provisions of Section 6.2(b)(ii) with regards Borrower shall (or shall cause its Subsidiaries to), to the location of extent required under the primary Books of any Credit Party or any of its Subsidiaries or the location of any material portion of the Collateral on the Tranche A Closing Date or during such 60-day period; (d) notwithstanding anything Security Agreement, deliver to the contrary Administrative Agent all certificates, agreements or instruments representing or evidencing the Pledged Collateral (as defined in Section 5.12, the Credit Parties shall have until the date that is one hundred and twenty (120Security Agreement) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything to the contrary suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in Section 5.12blank, the Credit Parties shall have until the date that is thirty (30) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to the delivery of Pledged Certificated Stock in LumiraDX, Inc. All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take not delivered on the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided in the Loan Documents, such that to the extent any such action set forth in Schedule 5.14 of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure Letterafter commercially reasonable efforts.

Post-Closing Requirements. Parent will, and will cause each of its Subsidiaries, as applicable, to take each of (a) On or before the actions set forth on Schedule 5.14 of date that is ten (10) days following the Disclosure Letter within the time period prescribed therefor on such schedule Restatement Date (or such longer period later date as the Collateral Agent may agree Required Purchasers shall determine, in its their sole but reasonable discretion), which Borrower shall include that: deliver to Agent evidence (ab) notwithstanding anything On or before the date that is ten (10) days following the Restatement Date (or such later date as Required Purchasers shall determine, in their sole but reasonable discretion), Borrower shall deliver to Agent revised insurance certificates and endorsements in favor of Agent in form and substance satisfactory to Agent. (c) On or before the contrary date that is thirty (30) days following the Restatement Date (or such later date as Required Purchasers shall determine, in Section 3.1(gtheir sole but reasonable discretion), Borrower shall deliver to Agent (i) evidence satisfactory to Required Purchasers that any Liens (other than Permitted Liens) on NT Network’s Intellectual Property have been released and (ii) duly executed security agreements in favor of Agent with respect to NT Network’s Intellectual Property. (d) On or Section 5.4before the date that is forty five (45) days following the Restatement Date (or such later date as Required Purchasers shall determine, in their sole but reasonable discretion), Borrower shall deliver to Agent evidence satisfactory to Required Purchasers that the Credit Parties Liens in favor of SVB on the Borrower’s Foreign Subsidiaries have been terminated. (e) On or before the date that is forty five (45) days following the Restatement Date (or such later date as Required Purchasers shall determine, in their sole but reasonable discretion), all accounts held by NT Network and its Domestic Subsidiaries, if any, maintained at financial institutions other that Senior Lender or Senior Lender’s Affiliates shall have until been (i) closed, with all proceeds in such transferred to a Collateral Account at Senior Lender or one of Senior Lender’s Affiliates; or (ii) subject to an account control agreement in favor of Agent and/or Senior Lender in accordance with the Intercreditor Agreement, in form and substance acceptable to Agent, in its reasonable discretion. (f) On or before the date that is sixty (60) days following the Tranche A Closing Restatement Date (or such longer period later date as the Collateral Agent may agree Required Purchasers shall determine, in its their sole but reasonable discretion) to comply with the provisions of Section 5.4 with regards to naming the Collateral Agent, on behalf of the Lenders and the other Secured Parties, as additional insured or loss payee, on any products liability or general liability insurance in the United States regarding Collateral in effect on the Tranche A Closing Date; (b) notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety (90) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date or opened during such 90-day period; (c) notwithstanding anything to the contrary in Section 6.2(b), Borrower shall deliver to Agent a certificate of foreign qualification for GTTA from the Credit Parties shall have until the jurisdictions of Arizona, New Mexico and Tennessee, each dated as of a date that is sixty (60) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 6.2(b)(ii) with regards to the location of the primary Books of any Credit Party or any of its Subsidiaries or the location of any material portion of the Collateral on the Tranche A Closing Date or during such 60-day period; (d) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is one hundred and twenty (120) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is no earlier than thirty (30) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards prior to the delivery of Pledged Certificated Stock in LumiraDX, Inc. All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided in the Loan Documents, such that to the extent any such action set forth in Schedule 5.14 of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure LetterRestatement Date.

Post-Closing Requirements. Parent will, and will cause each of its Subsidiaries, as applicable, to take each of To the actions set forth on Schedule 5.14 of the Disclosure Letter within the time period prescribed therefor on such schedule (or such longer period as the Collateral Agent may agree in its sole discretion), which shall include that: (a) notwithstanding anything extent not completed prior to the contrary in Section 3.1(g) or Section 5.4Agreement Date, the Credit Parties shall have until satisfy the requirements set forth below on or prior to the dates set forth below: (a) On or before February 15, 2020, Borrower shall deliver or cause to be delivered to the Lender one or more Subordination Agreements with respect to any and all Subordinated Debt held by or payable to creditors other than those specified on Schedule 6.1, executed by each such creditor and the other parties thereto. (b) Prior to September 30, 2020, with respect to any and all Subordinated Debt, (i) the maturity date for such Subordinated Debt shall be extended to a date that is sixty more than six months after December 30, 2022, or (60ii) such Subordinated Debt shall be converted to common stock of Borrower, in each case pursuant to documentation satisfactory to Lender, and Borrower shall deliver or cause to be delivered to Lender any and all such documentation. (c) Within thirty (30) days following after the Tranche A Closing Agreement Date, Credit Parties shall deliver to Lender the originals of all certificates of title for each vehicle having a value or $5,000 or more, together with executed applications for notation of lien and other such documentation as may be requested by Lender. (d) On or before January 15, 2020, Credit Parties shall pay any and all amounts due and take any and all actions to cause any and all tax and judgment liens existing on the Agreement Date to be paid in full and released and shall provide to Lender evidence of such payment and release. (e) Within thirty (30) days after the Agreement Date, Credit Parties shall (a) (i) cause the creditors or such longer period as lessors receiving proceeds of the Initial Term Loan Advance for payoff of any equipment lease or Lien on any Collateral Agent may agree in its sole discretion(collectively, the “Paid Off Creditors”) to comply with terminate any and all UCC financing statements in favor of such Paid Off Creditors or (ii) cause an authorized representative of each Paid Off Creditor to authorize Lender or its designee to file termination statements for such UCC financing statements, and (b) provide to Lender confirmation or documentation satisfactory to Lender showing that title to such Collateral has passed to the provisions of Section 5.4 with regards applicable Borrower. (f) Within thirty (30) days after the Agreement Date, Credit Parties shall deliver to naming Lender any and all endorsements, each in form and substance satisfactory to Lender, related to the Collateral Agent, on behalf property and liability insurance policies of the Lenders and the other Secured Credit Parties, which (i) provide for notice of cancellation to Lender, (ii) name (whether directly or indirectly by reference to the requirements set forth in this Agreement) the Lender as additional insured or lender loss payee, as applicable, with respect to such insurance, and (iii) remove other parties currently named as additional insured or loss payee, on any products liability or general liability insurance in the United States regarding Collateral in effect on the Tranche A Closing Date; (b) notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety (90) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date or opened during such 90-day period; (c) notwithstanding anything to the contrary in Section 6.2(b), the Credit Parties shall have until the date that is sixty (60) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 6.2(b)(ii) with regards to the location of the primary Books of any Credit Party or any of its Subsidiaries or the location of any material portion of the Collateral on the Tranche A Closing Date or during such 60-day period; (d) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is one hundred and twenty (120) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is thirty (30) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to the delivery of Pledged Certificated Stock in LumiraDX, Inc. All representations and warranties and covenants contained in this Agreement and the payee other Loan Documents shall be deemed modified to the extent necessary to take the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided in the Loan Documents, such that to the extent any such action set forth in Schedule 5.14 of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure Letterthose permitted by Lender.

Post-Closing Requirements. Parent will, The Company or the applicable Guarantor will deliver to the Collateral Agent and will cause each of its Subsidiaries, as applicable, to take the Representative each of the actions set forth on Schedule 5.14 of the Disclosure Letter within the time period prescribed therefor on such schedule (or such longer period as the Collateral Agent may agree following agreements, documents, instruments and other items, in its sole discretion), which shall include that: (a) notwithstanding anything to the contrary in Section 3.1(g) or Section 5.4, the Credit Parties shall have until the date that is sixty (60) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.4 with regards to naming the Collateral Agent, on behalf of the Lenders and the other Secured Parties, as additional insured or loss payee, on any products liability or general liability insurance in the United States regarding Collateral in effect on the Tranche A Closing Date; (b) notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety (90) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date or opened during such 90-day period; (c) notwithstanding anything to the contrary in Section 6.2(b), the Credit Parties shall have until the date that is sixty (60) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 6.2(b)(ii) with regards to the location of the primary Books of any Credit Party or any of its Subsidiaries or the location of any material portion of the Collateral on the Tranche A Closing Date or during such 60-day period; (d) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is one hundred and twenty (120) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is thirty (30) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to the delivery of Pledged Certificated Stock in LumiraDX, Inc. All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take the actions set forth on Schedule 5.14 of the Disclosure Letter each case within the time periods set forth thereinbelow (which time periods may, rather than elsewhere in each case, be extended by the Representative in its sole discretion, which extension may be provided in the Loan Documentsform of an email from the Representative or its special U.S. counsel, such that Xxxxxxx Xxxx & Xxxxxxxxx LLP, on the Representative’s behalf), in each case in form and substance reasonably satisfactory to the Representative and the Collateral Agent: (a) Within five Business Days of the Restatement Date, evidence of termination of the UCC financing statement naming Immunity, Inc., as debtor, and HSBC Bank USA, National Association, as secured party (file number: 201001155048378; originally filed: January 15, 2010); (b) Within ten days of the Restatement Date, certificates, agreements or instruments representing or evidencing the Pledged Shares (as defined in the Security Agreement) (to the extent any such action Pledged Shares are certificated) issued by Domestic Subsidiaries, in a suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank; (c) Within 30 days of the Restatement Date, the insurance policy endorsements set forth in Schedule 5.14 Section 4.23(c); (d) Within 45 days of the Disclosure Letter is not overdueRestatement Date, certificates, agreements or instruments representing or evidencing the applicable Credit Party shall not be Pledged Shares issued by Foreign Subsidiaries, in breach a suitable form for transfer by delivery or accompanied by duly executed instruments of any representation transfer or warranty or covenant contained assignment in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 blank; (e) Within 60 days of the Disclosure Letter.Restatement Date, a Colombian law governed share pledge agreement (contrato de garantía mobiliaria sobre acciones) over the Pledged Shares issued by Easy Solutions S.A.S.; provided that such period shall be extended automatically in the event that the Collateral Agent is unable to enter into such agreement due to local law execution formalities until 10 days following the time Collateral Agent becomes able to enter into such agreement; (

Post-Closing Requirements. Parent Borrower will, and will cause each of its Subsidiaries, as applicable, to take each of the actions set forth on Schedule 5.14 of the Disclosure Letter within the time period prescribed therefor on such schedule (or such longer period as the Collateral Agent may agree in its sole discretion), which shall include include, among other things, that: (a) : a. notwithstanding anything to the contrary in Section 3.1(g) or Section 5.4, the Credit Parties shall have until the date that is sixty thirty (6030) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.4 with regards to naming the Collateral Agent, on behalf of the Lenders and the other Secured Parties, as additional insured or loss payee, on any products liability or general liability insurance in the United States regarding Collateral in effect on the Tranche A Closing Date; (b) ; b. notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety (90) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date or opened during such 90-day period; (c) ; c. notwithstanding anything to the contrary in Section 6.2(b), the Credit Parties shall have until the date that is sixty thirty (6030) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 6.2(b)(ii) with regards to the location of the primary Books of any Credit Party or any of its Subsidiaries or the location of any material portion of the Collateral on the Tranche A Closing Date or during such 6030-day period; (d) ; d. notwithstanding anything to the contrary in Section 5.123.1, the Credit Parties shall have until the date that is one hundred and twenty (120) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is thirty (30) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to the delivery of Pledged Certificated Stock in LumiraDX, Inc. All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided in the Loan Documents, such that to the extent any such action set forth in Schedule 5.14 of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure Letter.is:

Post-Closing Requirements. Parent will(a) Not later than 30 Business Days after the Closing Date (which time period may be extended in the Administrative Agent’s sole discretion), in the case of any personal property Collateral located at the premises leased by the Loan Parties more specifically set forth in Schedule 5.12(a), Borrower shall use its reasonable efforts to procure such estoppel letters, consents and will waivers from the landlords on such real property as may be reasonably required by the Administrative Agent. (b) Not later than 120 days after the Closing Date (which time period may be extended in the Administrative Agent’s sole discretion), the Loan Parties shall either (i) close their respective deposit accounts with any bank other than a Lender, or (ii) cause each of its Subsidiaries, as applicable, such deposit accounts to take each become subject to control agreements in favor of the actions set forth on Schedule 5.14 Administrative Agent, for the benefit of the Disclosure Letter within the time period prescribed therefor on such schedule (or such longer period as the Collateral Lenders, in form and substance satisfactory to Administrative Agent may agree in its sole discretion), which shall include that: . (ac) notwithstanding anything to Not later than 30 Business Days after the contrary in Section 3.1(g) or Section 5.4, the Credit Parties shall have until the date that is sixty (60) days following the Tranche A Closing Date (which time period may be extended in the Administrative Agent’s sole discretion), Borrower shall deliver an amendment to the Articles of Association of Premiere Global Services (UK) Limited (“PGS UK”) which amendment shall provide that (i) its board of directors shall not disapprove of the pledge to the Administrative Agent of shares of PGS UK or the foreclosure or transfer thereof pursuant to the Stock Pledge Agreement, and (ii) that no amendment shall be made to the provisions governing such longer period as approval without the Collateral prior written consent of the Administrative Agent, such amendment to be in form and substance satisfactory to the Administrative Agent may agree in its sole discretion. (d) to comply with Not later than 45 Business Days after the provisions of Section 5.4 with regards to naming the Collateral Agent, on behalf of the Lenders and the other Secured Parties, as additional insured or loss payee, on any products liability or general liability insurance in the United States regarding Collateral in effect on the Tranche A Closing Date; (b) notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety (90) days following the Tranche A Closing Date (or such longer which time period as may be extended in the Collateral Agent may agree in its Administrative Agent’s sole discretion) ), in the case of any personal property Collateral subject to comply with the provisions of Section 5.5 with regards to Collateral Accounts a service agreement between any Loan Party and any of the Credit Parties in existence on following service providers, Borrower shall use its reasonable efforts to procure such estoppel letters, consents and waivers from such service providers as may be reasonably required by the Tranche A Closing Date or opened during such 90-day period; Administrative Agent, and approval of the service agreements by the Administrative Agent: Quality Technology Services (c) notwithstanding anything to the contrary in Section 6.2(b300 Satellite Boulevard NW, Suwanee, Georgia 30024), Blue Mile (226 North Fifth Street, 3rd Floor, Columbus, Ohio 43215) and Comsat/Telenor (Telex) (Connecticut). (e) Not later than 45 days after the Credit Parties shall have until the date that is sixty (60) days following the Tranche A Closing Date (which time period may be extended in the Administrative Agent’s sole discretion), Borrower shall deliver to the Administrative Agent all original certificates and instruments representing or such longer period evidencing the Pledged Shares of the following Subsidiaries, which certificates and instruments shall be in suitable form for transfer by delivery and shall be accompanied by all necessary instruments of transfer or assignment, duly executed in blank: EasyLink DO Brasil Comunicacoes LTDA., Xpedite Systems, LLC, Xpedite Systems, PTE LTD, Xpedite, Ltd., Xpedite Systems Inc. (Malaysia) SDN. BHD, Xpedite Systems PTY Limited and Premiere Global Services (UK) Limited, in each case with respect to the foregoing certificates and instruments, in form and substance as determined by the Collateral Administrative Agent may agree in its sole reasonable discretion) to comply with . In addition, if requested by the provisions of Section 6.2(b)(ii) with regards Administrative Agent, Borrower shall execute an amendment to the location Stock Pledge Agreement to reflect the inclusion of the primary Books of any Credit Party or any of its Subsidiaries or foregoing Pledged Shares thereunder. (f) Not later than 45 Business Days after the location of any material portion of the Collateral on the Tranche A Closing Date or during such 60-day period; (d) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is one hundred and twenty (120) days following the Tranche A Closing Date (or such longer which time period as may be extended in the Collateral Agent may agree in its Administrative Agent’s sole discretion), Borrower shall deliver to the Administrative Agent for each of the following Subsidiaries, (i) to comply with copies of the provisions articles or certificate of Section 5.12 with regards to any Subsidiary incorporatedincorporation, organized certificate of organization or formed in Italy in existence on limited partnership, or other registered organizational documents and (ii) copies of the Tranche A bylaws, partnership agreement, limited liability company agreement or other similar documents: Xpedite Systems Limited (New Zealand), Xpedite, Inc. (Japan), Xpedite Systems Participation E.U.R.L (France), Xpedite Systems AG (Switzerland), Xpedite, Ltd. (Korea), Xpedite Systems Incorporated (Malaysia) Sdn. Bhd., Xpedite Systems Spain, S.A., Xpedite Systems S.R.L. (Italy), Premiere Global Services GmbH (Germany), Xpedite Systems SA (France). (g) Not later than 30 days after the Closing Date (including such Subsidiarywhich time period may be extended in the Administrative Agent’s properties and assets and the Equity Interests in such Subsidiarysole discretion); and (e) notwithstanding anything , Borrower shall deliver to the contrary in Section 5.12Administrative Agent a certificate of good standing or existence for Xpedite Systems, the Credit Parties shall have until the date that is thirty (30) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to the delivery of Pledged Certificated Stock in LumiraDX, Inc. All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided LLC in the Loan Documents, such that to the extent any such action set forth in Schedule 5.14 State of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure LetterOregon.

Post-Closing Requirements. Parent will(a) On or prior to August 31, and will cause each of its Subsidiaries, as applicable, to take each of the actions set forth on Schedule 5.14 of the Disclosure Letter within the time period prescribed therefor on such schedule 2018 (or such longer period later date as the Collateral Administrative Agent may agree in its sole discretionshall agree), the Loan Parties will use commercially reasonable efforts to deliver Collateral Access Agreements with respect to the leased properties required pursuant to Section 4.13 of the Security Agreement. (b) On or prior to August 31, 2018 (or such later date as the Administrative Agent shall agree), the Loan Parties shall have filed releases with respect to Liens filed on certain intellectual property in favor of Citizens Bank, N.A.” 2.9 Section 6.01 (Indebtedness). Section 6.01 of the Credit Agreement is hereby amended by adding a new subsection (o) at the end thereof as follows: “(o) up to $260,000,000 aggregate principal amount of Permitted Convertible Indebtedness at any one time outstanding (which amount shall include thatbe in addition to any then outstanding Existing Notes).” 2.10 Section 6.04 (Investments, Loans, Advances, Guarantees and Acquisitions). Section 6.04 of the Credit Agreement is hereby amended by adding a new paragraph at the end thereof as follows: (a) notwithstanding “Notwithstanding anything to the contrary in Section 3.1(g) or Section 5.4the foregoing, the Credit Parties shall have until the date that is sixty issuance of, entry into (60including any payments of premiums in connection therewith), performance of obligations under (including any payments of interest), and conversion, exercise, repurchase, redemption, settlement or early termination or cancellation of (whether in whole or in part and including by netting or set-off) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.4 with regards to naming the Collateral Agenteach case, on behalf whether in cash, common stock of the Lenders Borrower or, following a merger event or other change of the common stock of the Borrower, other securities or property), or the satisfaction of any condition that would permit or require any of the foregoing, any Permitted Convertible Indebtedness, any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction, in each case, shall not violate this Section 6.04.” 2.11 Section 6.05 (Asset Sales). Section 6.05 of the other Secured Parties, Credit Agreement is hereby amended by adding a new paragraph at the end thereof as additional insured or loss payee, on any products liability or general liability insurance in the United States regarding Collateral in effect on the Tranche A Closing Date; (b) notwithstanding follows: “Notwithstanding anything to the contrary in Section 5.5the foregoing, the Credit Parties shall have until the date that is ninety issuance of, entry into (90including any payments of premiums in connection therewith), performance of obligations under (including any payments of interest), and conversion, exercise, repurchase, redemption, settlement or early termination or cancellation of (whether in whole or in part and including by netting or set-off) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.5 with regards to Collateral Accounts each case, whether in cash, common stock of the Credit Parties in existence on Borrower or, following a merger event or other change of the Tranche A Closing Date common stock of Borrower, other securities or opened during such 90-day period; (c) notwithstanding anything to the contrary in Section 6.2(bproperty), or the Credit Parties shall have until the date satisfaction of any condition that is sixty (60) days following the Tranche A Closing Date (would permit or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 6.2(b)(ii) with regards to the location require any of the primary Books of foregoing, any Credit Party or Permitted Convertible Indebtedness, any of its Subsidiaries or the location of Permitted Bond Hedge Transaction and any material portion of the Collateral on the Tranche A Closing Date or during such 60-day period; (d) notwithstanding anything to the contrary Permitted Warrant Transaction, in Section 5.12each case, the Credit Parties shall have until the date that is one hundred and twenty (120) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is thirty (30) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to the delivery of Pledged Certificated Stock in LumiraDX, Inc. All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided in the Loan Documents, such that to the extent any such action set forth in Schedule 5.14 of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach constitute a disposition of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for an asset by the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure LetterBorrower.” 2.12 Section 6.11 (

Post-Closing Requirements. Parent Borrower will, and will cause each of its SubsidiariesSubsidiaries to, as applicable, to take each of the actions set forth on Schedule 5.14 of the Disclosure Letter within the time period prescribed therefor on such schedule (or such longer period as the Collateral Agent may agree in its sole discretion), which shall include that: include, among other things, that (a) notwithstanding anything to the contrary in Section 3.1(g) or Section 5.4, the Credit Parties shall have until the date that is sixty (60) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.4 with regards to naming the Collateral Agent, on behalf of the Lenders and the other Secured Parties, as additional insured or loss payee, on any products liability or general liability insurance in the United States regarding Collateral in effect on the Tranche A Closing Date; (b) notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety (90) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date or opened during such 90-day period; (c) notwithstanding anything to the contrary in Section 6.2(b), the Credit Parties shall have until the date that is sixty (60) days following the Tranche A Closing Date period (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 6.2(b)(ii) with regards to the location of the primary Books of any Credit Party or any of its Subsidiaries or the location of any material portion of the Collateral on the Tranche A Closing Date or during such 60-day period; ), and (db) notwithstanding anything to the contrary in Section 5.123.1(m)(ii), the Credit Parties shall have until the date that is one hundred and twenty ten (12010) days Business Days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 3.1(m)(ii) solely with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything respect to the contrary execution and delivery of the termination of control agreements attached as Schedule A to that certain payoff letter described in Section 5.12, the Credit Parties shall have until the date that is thirty (30) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to the delivery of Pledged Certificated Stock in LumiraDX, Inc. 3.1(m)(i). All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided in the Loan Documents, such that to the extent any such action set forth in Schedule 5.14 of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure Letter.

Post-Closing Requirements. Parent will, and will cause each of its Subsidiaries, as applicable, to take each of the actions set forth on Schedule 5.14 of the Disclosure Letter within the time period prescribed therefor on such schedule (or such longer period as the Collateral Agent may agree in its sole discretion), which shall include include, among other things, that: (a) notwithstanding anything to the contrary in Section 3.1(g) or Section 5.4, the Credit Parties shall have until the date that is sixty (60) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.4 with regards to naming the Collateral Agent, on behalf of the Lenders and the other Secured Parties, as additional insured or loss payee, on any products liability or general liability insurance in the United States regarding Collateral in effect on the Tranche A Closing Date; (b) notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety (90) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date or opened during such 90-day period; (c) notwithstanding anything to the contrary in Section 6.2(b), the Credit Parties shall have until the date that is sixty (60) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 6.2(b)(ii) with regards to the location of the primary Books of any Credit Party or any of its Subsidiaries or the location of any material portion of the Collateral on the Tranche A Closing Date or during such 60-day period; (d) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is one hundred and twenty (120) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is thirty (30) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to the delivery of Pledged Certificated Stock in LumiraDX, Inc. All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided in the Loan Documents, such that to the extent any such action set forth in Schedule 5.14 of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure Letter.

Post-Closing Requirements. Parent Borrower will, and will cause each of its Subsidiaries, as applicable, to take each of the actions set forth on Schedule 5.14 of the Disclosure Letter within the time period prescribed therefor on such schedule (or such longer period as the Collateral Agent may agree in its sole discretion), which shall include include, among other things, that: : (a) notwithstanding anything to the contrary in Section 3.1(g) or Section 5.4, the Credit Parties shall have until the date that is sixty thirty (6030) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.4 with regards to naming the Collateral Agent, on behalf of the Lenders and the other Secured Parties, as additional insured or loss payee, on any products liability or general liability insurance in the United States regarding Collateral in effect on the Tranche A Closing Date; ; (b) notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety (90) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date or opened during such 90-day period; period which are required to be made subject to a Control Agreement or other appropriate instrument that is reasonably acceptable to the Collateral Agent; (c) notwithstanding anything to the contrary in Section 6.2(b), the Credit Parties shall have until the date that is sixty thirty (6030) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 6.2(b)(ii) with regards to the location of the primary Books of any Credit Party or any of its Subsidiaries or the location of any material portion of the Collateral on the Tranche A Closing Date or during such 6030-day period; ; (d) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is one hundred and twenty (120) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything to the contrary in Section 5.12, the Credit Parties Borrower shall have until the date that is thirty (30) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply deliver to the Collateral Agent: (i) a joinder to this Agreement and the Security Agreement, duly executed by Reata Swiss International GmbH, in form and substance reasonably satisfactory to the Collateral Agent; (ii) the Swiss Security Documents, in each case (x) dated as of the date of such joinder, (y) executed (where applicable) by Reata Swiss International GmbH or other applicable Credit Party and (z) in form and substance reasonably satisfactory to the Collateral Agent; (iii) true, correct and complete copies of a recently and up-to-date certified excerpt from the relevant commercial register (Handelsregisterauszug), a copy of the up-to-date articles of association (Statuten), certified by the relevant commercial register) and a copy of the organizational regulations (Organisationsreglement), if any); (iv) a Secretary’s Certificate in relation to Reata Swiss International GmbH, dated as of the date of such joinder, certifying that (x) attached to such certificate is a true, correct, and complete copy of the Borrowing Resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by Reata Swiss International GmbH of the Loan Documents to which it is (or becomes) a party, and (y) the name(s) and title(s) of the officers or directors or other signatories of Reata Swiss International GmbH authorized to execute such joinder and the other Loan Documents to which it is (or becomes) a party on behalf of Reata Swiss International GmbH together with a sample of their the true signature(s); and (y) to the extent no Perfection Certificate is delivered pursuant to sub-clause (v) below, that the Perfection Certificate dated as of the Effective Date remains true, correct and complete as to Reata Swiss International GmbH and its Subsidiaries; (v) if and to the extent any update thereto is necessary between the Effective Date and the date of such joinder, a Perfection Certificate updated in accordance with the provisions second paragraph of Section 5.12 with regards 1 hereof; (vi) a true, correct and complete copy of the written confirmation or countersigned tax ruling application from the Swiss Federal Tax Administration (in form and substance reasonably satisfactory to the delivery Collateral Agent) confirming that any use of Pledged Certificated Stock proceeds or making available of any Term Loan in LumiraDXa manner which would constitute a “use of proceeds in Switzerland” (Mittelverwendung in der Schweiz) as interpreted by the Swiss Federal Tax Administration for purposes of Swiss Withholding Tax, Inc. is permitted without payments under any Loan Document becoming subject to Swiss Withholding Tax; and (vii) the opinion of Xxxxxx Xxxx Ltd., Swiss counsel to Lenders and the Collateral Agent, dated as of the date of such joinder and in form and substance reasonably satisfactory to the Collateral Agent. (e) notwithstanding anything to the contrary in Section 3.1(a) or Section 3.1(f), the Credit Parties shall have until the date that is twenty (20) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to deliver to the Collateral Agent: (i) the Irish Collateral Documents; (ii) the opinion of Xxxxxxxx LLP, Irish counsel to the Lenders and the Collateral Agent, in form and substance reasonably satisfactory to the Collateral Agent; (iii) the U.K. Security Documents; and (iv) the opinion of Xxxx Xxxx LLP, English counsel to Lenders and the Collateral Agent. All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided in the Loan Documents, such that to the extent any such action set forth in Schedule 5.14 of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure Letter.

Post-Closing Requirements. Parent Borrower will, and will cause each of its SubsidiariesSubsidiaries to, as applicable, to take each of the actions set forth on Schedule 5.14 of the Disclosure Letter within the time period prescribed therefor on such schedule (or such longer period as the Collateral Agent may agree in its sole discretion), which shall include that: include, among other things, that (a) notwithstanding anything to the contrary in Section 3.1(g) or Section 5.4, the Credit Parties shall have until the date that is sixty thirty (6030) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.4 with regards to naming the Collateral Agentagent, on behalf of the Lenders and the other Secured Parties, as additional insured or loss payee, on any products liability or and general liability insurance maintained in the United States regarding Collateral in effect on the Tranche A Closing Date; Date and (b) notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety (90) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date or opened during such 90-day period; (c) notwithstanding anything to the contrary in Section 6.2(b), the Credit Parties shall have until the date that is sixty (60) days following the Tranche A Closing Date period (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 6.2(b)(ii) with regards to the location of the primary Books of any Credit Party or any of its Subsidiaries or the location of any material portion of the Collateral on the Tranche A Closing Date or during such 60-day period; (d) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is one hundred and twenty (120) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is thirty (30) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to the delivery of Pledged Certificated Stock in LumiraDX, Inc. . All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided in the Loan Documents, such that to the extent any such action set forth in Schedule 5.14 of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure Letter.

Post-Closing Requirements. Parent Borrower will, and will cause each of its Subsidiaries, as applicable, to take each of the actions set forth on Schedule 5.14 of the Disclosure Letter within the time period prescribed therefor on such schedule (or such longer period as the Collateral Agent may agree in its sole discretion), which shall include include, among other things, that: (a) notwithstanding anything to the contrary in Section 3.1(g) or Section 5.4, the Credit Parties shall have until the date that is sixty thirty (6030) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.4 with regards to naming the Collateral Agent, on behalf of the Lenders and the other Secured Parties, as additional insured or lender loss payee, on any products liability or general liability insurance in the United States regarding Collateral in effect on the Tranche A Closing Date; (b) notwithstanding anything to the contrary in Section 5.5, the Credit Parties shall have until the date that is ninety thirty (9030) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.5 with regards to Collateral Accounts of the Credit Parties in existence on the Tranche A Closing Date or opened during such 90-day period; and (c) notwithstanding anything to the contrary in Section 6.2(b), the Credit Parties shall have until the date that is sixty thirty (6030) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 6.2(b)(ii) with regards to the location of the primary Books of any Credit Party or any of its Subsidiaries or the location of any material portion of the Collateral on the Tranche A Closing Date or during such 6030-day period; (d) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is one hundred and twenty (120) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to any Subsidiary incorporated, organized or formed in Italy in existence on the Tranche A Closing Date (including such Subsidiary’s properties and assets and the Equity Interests in such Subsidiary); and (e) notwithstanding anything to the contrary in Section 5.12, the Credit Parties shall have until the date that is thirty (30) days following the Tranche A Closing Date (or such longer period as the Collateral Agent may agree in its sole discretion) to comply with the provisions of Section 5.12 with regards to the delivery of Pledged Certificated Stock in LumiraDX, Inc. . All representations and warranties and covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to take the actions set forth on Schedule 5.14 of the Disclosure Letter within the time periods set forth therein, rather than elsewhere provided in the Loan Documents, such that to the extent any such action set forth in Schedule 5.14 of the Disclosure Letter is not overdue, the applicable Credit Party shall not be in breach of any representation or warranty or covenant contained in this Agreement or any other Loan Document applicable to such action for the period from the Tranche A Closing Date until the date on which such action is required to be fulfilled as set forth on Schedule 5.14 of the Disclosure Letter.