Common use of Post-Closing Deliveries Clause in Contracts

Post-Closing Deliveries. (a) Within 15 Business Days following the New Closing Date, Borrower shall cause to be delivered to Lender, at Borrower’s sole cost and expense, a date down and modification endorsement to each Title Insurance Policy covering the Original Properties insuring the continued priority of the related Mortgage following the delivery of an amendment to such Mortgage (each, a “Mortgage Amendment”). Within 30 days following request by Lender, Borrower shall cause to be delivered to Lender, at Borrower’s sole cost and expense, a legal opinion, in form and substance reasonably satisfactory to Lender, as to the enforceability of each Mortgage Amendment under the laws of the state in which the applicable individual Property is located, and certain other matters covered by local counsel opinions previously delivered to Lender in connection with the Loan (it being understood that the formulation of such opinions shall be subject to the policies of the counsel providing such opinions and qualifications required by the various jurisdictions in which the Properties are located). (b) If Lender shall receive comments from the title company that issued the Title Insurance Policies, regarding the enforceability, validity, effectiveness or insurability of each Mortgage for the Original Properties in light of the advances made prior to the New Closing Date and on the New Closing Date pursuant to the terms hereof, Borrower shall cooperate with Lender in the preparation, execution and recording of amendments to such Mortgages (and/or other instruments reasonably required) necessitated by such comments and the delivery of an appropriate mortgage modification endorsement to the applicable Title Insurance Policy, all at Borrower’s sole cost and expense. (c) As a material inducement to Lender making the Loan, Borrower agrees that it (x) shall deliver Title Insurance Policies acceptable to Lender for each of the Additional Properties and (y) shall use commercially reasonable efforts to deliver a legal opinion as to the enforceability of each Mortgage securing an Additional Property under the laws of the state in which the applicable individual Additional Property is located, and certain other matters covered by local counsel opinions previously delivered to Lender in connection with the Loan (it being understood that the formulation of such opinions shall be subject to the policies of the counsel providing such opinions and qualifications required by the various jurisdictions in which the Properties are located), in each case, on or before the 15th Business Day following the New Closing Date or such later date as to which Lender may grant its consent, not to be unreasonably withheld, delayed or conditioned (so long as Borrower is diligently pursuing the satisfaction of such items). (d) If Lender shall receive comments to any Mortgage from local counsel in connection with the delivery of the opinions delivered pursuant to Section 2.1(c), or from the title company issuing the Title Insurance Policies, in each case, regarding the enforceability, validity, effectiveness or insurability of such Mortgage, Borrower shall cooperate with Lender in the preparation, execution and recording of any amendments to such Mortgages necessitated by such comments and the delivery of an appropriate mortgage modification endorsement to the applicable Title Insurance Policy, all at Borrower’s sole cost and expense.

Post-Closing Deliveries. (a) Within 15 Business Days On each of the first four quarterly anniversaries of the Closing Date following the New Closing Date, Borrower Buyer shall cause deliver the Quarterly Cash Consideration by wire transfer of immediately available funds to be delivered the Shareholder and each Company Payee, each such payment equal to Lender, at Borrower’s sole cost and expense, a date down and modification endorsement to each Title Insurance Policy covering the Original Properties insuring Quarterly Cash Consideration multiplied by the continued priority of applicable percentage set forth on the related Mortgage following the delivery of an amendment to such Mortgage (each, a “Mortgage Amendment”). Within 30 days following request by Lender, Borrower shall cause to be delivered to Lender, at Borrower’s sole cost and expense, a legal opinion, in form and substance reasonably satisfactory to LenderMerger Consideration Payment Schedule, as such amount may be adjusted pursuant to the enforceability of each Mortgage Amendment under the laws of the state in which the applicable individual Property is located, and certain other matters covered by local counsel opinions previously delivered to Lender in connection with the Loan (it being understood that the formulation of such opinions shall be subject to the policies of the counsel providing such opinions and qualifications required by the various jurisdictions in which the Properties are located)ARTICLE XII. (b) If Lender shall receive comments from On the title company that issued the Title Insurance Policies, regarding the enforceability, validity, effectiveness or insurability of each Mortgage for the Original Properties in light fifteen-month anniversary of the advances made prior Closing Date, Buyer shall deliver the 15-Month Cash Consideration and the Interest Payment by wire transfer of immediately available funds to the New Closing Date Shareholder and each Company Payee, each such payment equal to the Quarterly Cash Consideration multiplied by the applicable percentage set forth on the New Closing Date Merger Consideration Payment Schedule, as such amount may be adjusted pursuant to the terms hereof, Borrower shall cooperate with Lender in the preparation, execution and recording of amendments to such Mortgages (and/or other instruments reasonably required) necessitated by such comments and the delivery of an appropriate mortgage modification endorsement to the applicable Title Insurance Policy, all at Borrower’s sole cost and expenseARTICLE XII. (c) As Upon the occurrence of a material inducement NuCel Removal Event prior to Lender making the Loan, Borrower agrees that it (x) shall deliver Title Insurance Policies acceptable to Lender for each one year anniversary of the Additional Properties Closing Date, Buyer and (y) the Shareholder covenant and agree to negotiate in good faith to determine a number of outstanding shares of Buyer Common Stock representing the Restricted Equity Consideration that the Shareholder shall use commercially reasonable efforts forfeit to deliver a legal opinion as Buyer; provided, however, that notwithstanding anything herein to the enforceability contrary no shares of each Mortgage securing an Additional Property under the laws of the state in which the applicable individual Additional Property is located, and certain other matters covered by local counsel opinions previously delivered to Lender in connection with the Loan (it being understood that the formulation of such opinions Buyer Common Stock representing NuCel Equity Consideration shall be subject to forfeiture as a result of a NuCel Removal Event after the policies earlier of: (i) the one year anniversary of the counsel providing such opinions and qualifications required by the various jurisdictions in which the Properties are located), in each case, on or before the 15th Business Day following the New Closing Date or such later date as to which Lender may grant its consent, not to be unreasonably withheld, delayed or conditioned and (so long as Borrower is diligently pursuing ii) the satisfaction of such items)NuCel FDA Clearance. (d) If Lender shall receive comments Upon the occurrence of a NuCel Removal Event prior to any Mortgage from local counsel in connection with the delivery one year anniversary of the opinions delivered pursuant to Section 2.1(c)Closing Date, or from the title company issuing the Title Insurance Policies, in each case, regarding the enforceability, validity, effectiveness or insurability of such Mortgage, Borrower shall cooperate with Lender in the preparation, execution and recording of any amendments to such Mortgages necessitated by such comments Buyer and the delivery Shareholder covenant and agree to negotiate in good faith to determine a number of an appropriate mortgage modification endorsement outstanding shares of Buyer Common Stock representing the Restricted Equity Consideration that the Shareholder shall forfeit to Buyer; provided, however, that notwithstanding anything herein to the applicable Title Insurance Policy, all at Borrower’s sole cost contrary no shares of Buyer Common Stock representing ▇▇▇▇ Equity Consideration shall be subject to forfeiture as a result of a NuCel Removal Event after the earlier of: (i) the one year anniversary of the Closing Date and expense(ii) the ▇▇▇▇ FDA Clearance.

Post-Closing Deliveries. (a) Within 15 Business Days following the New Closing Date, Borrower shall cause to be delivered to Lender, at Borrower’s sole cost and expense, a date down and modification endorsement to each Title Insurance Policy covering the Original Properties insuring the continued priority of the related Mortgage following the delivery of an amendment to such Mortgage (each, a “Mortgage Amendment”). Within 30 days following request by Lender, Borrower shall cause to be delivered to Lender, at Borrower’s sole cost and expense, a legal opinion, in form and substance reasonably satisfactory to Lender, as to the enforceability of each Mortgage Amendment under the laws of the state in which the applicable individual Property is located, and certain other matters covered by local counsel opinions previously delivered to Lender in connection with the Loan (it being understood that the formulation of such opinions shall be subject to the policies of the counsel providing such opinions and qualifications required by the various jurisdictions in which the Properties are located). (b) If Lender shall receive comments from the title company that issued the Title Insurance Policies, regarding the enforceability, validity, effectiveness or insurability of each Mortgage for the Original Properties in light of the advances made prior to the New Closing Date and on the New Closing Date pursuant to the terms hereof, Borrower shall cooperate with Lender in the preparation, execution and recording of amendments to such Mortgages (and/or other instruments reasonably required) necessitated by such comments and the delivery of an appropriate mortgage modification endorsement to the applicable Title Insurance Policy, all at Borrower’s sole cost and expense. (c) As a material inducement to Lender making the Loan, Borrower agrees that it (x) shall deliver Appraisals, Title Insurance Policies and Surveys, in each case acceptable to Lender Lender, for each of the Additional Properties on or before April 30, 2016 and (y) shall use commercially reasonable efforts to deliver a legal opinion as satisfy all other Post-Closing Items to the enforceability of each Mortgage securing an Additional Property under the laws of the state Lender’s reasonable satisfaction by April 30, 2016; provided, however, that in which the applicable individual Additional Property is locatedany event Borrower shall satisfy all such Post-Closing Items to Lender’s reasonable satisfaction by May 15, and certain other matters covered by local counsel opinions previously delivered to Lender in connection with the Loan (it being understood that the formulation of such opinions shall be subject to the policies of the counsel providing such opinions and qualifications required by the various jurisdictions in which the Properties are located)2016, in each case, on or before the 15th Business Day following the New Closing Date or such later date as to which Lender may grant its consent, not to be unreasonably withheld, delayed or conditioned (so long as Borrower is diligently pursuing the satisfaction of such itemsthe applicable Post-Closing Items). (d) If Lender shall receive comments . Post-Closing Items with respect to any Mortgage from local counsel Substitution Property shall be delivered no later than the date that is 45 days following the selection of the Substitution Property, or such later date as to which Lender may grant its consent, not to be unreasonably withheld, delayed or conditioned (so long as Borrower is diligently pursuing the satisfaction of the applicable Post-Closing Items). For the avoidance of doubt, notwithstanding the foregoing, the making of any Delayed Advance shall be conditioned on Lender’s receipt of reasonably acceptable Title Insurance Policies for each of the Properties and the payment of all title costs (to the extent any amounts reserved by the title company, if any, are insufficient for paying the premiums for the Title Insurance Policies and other title costs and fees) and Lender’s reasonable out-of-pocket costs (including attorney’s fees) incurred in connection with the origination of the Loan and/or the making of a Delayed Advance, as the case may be. (b) In the event that information received by Lender in connection with the Exception Report, delivery of any Supplemental Exception Report or the opinions satisfaction of any Post-Closing Item (whether with respect to a Property or a Substitution Property) shall result in the determination by Lender in its sole but reasonable discretion that (i) any material representation in this Agreement with respect to any Property or Substitution Property is untrue (notwithstanding the inclusion of any fact or state of affairs on the Exception Report), provided that, solely for the purposes of this clause (i), any reference to the term “Material Adverse Effect” in any representation in this Agreement shall be deemed to be replaced with “Property Material Adverse Effect”, (ii) any Property or Substitution Property does not constitute acceptable Collateral for the Loan (other than solely by virtue of the existence of SAC Conditions), including by reason of anything contained in any Lease or Material Agreement delivered pursuant to Lender (either prior to or after the Closing Date), the results of any searches with respect to the Borrower or the Properties received by Lender or any exception contained in the Exception Report or any Supplemental Exception Report or (iii) if Borrower does not provide a Phase II Environmental Report with respect to any Property or Substitution Property following a request by Lender to provide such Phase II Environmental Report (if obtaining such a Phase II Environmental Report is indicated by a Phase I Environmental Report with respect to such Property or Substitution Property for any reason other than the existence of SAC Conditions), then, in each such case, Lender shall have the right, in its sole discretion, to require that the applicable Property or Substitution Property be replaced by a Substitution Property, which Substitution Property may be selected by Borrower (but subject to Lender’s reasonable approval under the circumstances set forth in the last sentence of Section 2.1(c)) so long as (1) such Substitution Property has a value no less than the value of the Property being replaced, as determined by reference to the Appraisals delivered to Lender pursuant to this Agreement and (2) Borrower shall certify that each of the representations in Article III hereof are true with respect to the applicable Substitution Property (collectively, the “Replacement Qualifications”), subject to any exceptions to such representations contained in any such certification (which exceptions shall be deemed to be a part of the Exception Report); provided, however, the Replacement Qualifications shall not be deemed satisfied if Lender shall reasonably determine that such exceptions to such representations are not acceptable and provided, further that Lender may exercise its rights to require that a Property or from Substitution Property be replaced by a Substitution Property pursuant to this Section 2.1(b)(i) or Section 2.1(b)(ii) only until the title company issuing later of (x) 70 days following the Closing Date and (y) 30 days following full satisfaction by Borrower of the Post-Closing Items with respect to such Property or Substitution Property. In addition, if the aggregate valuation of the Properties constituting Collateral based on final Appraisals delivered to Lender (which final Appraisals, for the avoidance of doubt, shall reflect matters contained in the Title Insurance PoliciesPolicies as reasonably requested by Lender) pursuant to this Agreement is less than $700,000,000 following the first Delayed Advance, if so requested by Lender, Borrower shall (at its option) either replace one or more Properties or Substitution Properties with one or more Substitution Properties or add one or more Substitution Properties, selected by Borrower, in each case, regarding in accordance with the enforceabilityrequirements of the preceding sentence, validitysuch that the aggregate valuation of the Properties constituting Collateral based on the Appraisals delivered to Lender pursuant to this Agreement (which final Appraisals, effectiveness for the avoidance of doubt, shall reflect matters contained in the Title Insurance Policies as reasonably requested by Lender) is at least $700,000,000. In addition, in connection with the disposition of any Property by Borrower to a Person that is not an affiliate of Borrower or insurability Guarantor, the Property so disposed shall be replaced with a Substitution Property selected by Lender. In connection with any replacement of a Property by a Substitution Property pursuant to the terms of this Agreement, (w) Borrower shall certify that the representations contained in Article III hereof are true and correct with respect to such MortgageSubstitution Property, subject to any exceptions to such representations contained in any such certification (which exceptions shall be deemed to be a part of the Exception Report); provided, however, this clause (w) shall not be deemed satisfied if Lender shall reasonably determine that such exceptions to such representations are not acceptable, (x) Borrower shall cooperate with Lender in the preparation, execution executing and recording of any amendments a Mortgage securing the applicable Substitution Property and shall provide to Lender such other then-existing information and documentation in Borrower’s possession or control with respect to such Mortgages necessitated by Substitution Property as was provided to Lender in connection with the other Properties, together with all documentation and information necessary to satisfy each of the items in Section 2.2 and (y) upon the recordation of a Mortgage securing such comments and Substitution Property, Lender shall fully release of record the delivery Property being so replaced from the Lien of an appropriate mortgage modification endorsement the applicable Mortgage in accordance with Section 1.5. In the case of clause (i) of the first sentence of this paragraph, such replacement shall constitute the sole remedy of Lender for such misrepresentation, so long as Borrower did not intentionally cause such misrepresentation to occur. Notwithstanding anything to the applicable Title Insurance Policycontrary contained herein, all at Borrower’s sole cost if Borrower is required to replace one or more Properties pursuant to this Section 2.1 (A) any individual Property may be replaced by multiple Substitution Properties, so long as the aggregate value of such Substitution Properties is no less than the value of the individual Property so replaced (in each case, based on the Appraisals delivered to Lender pursuant to this Agreement) and expense(B) up to two Properties may be replaced by a single Substitution Property, so long as the value of such Substitution Properties is no less than the aggregate value of the Properties so replaced (in each case, based on the Appraisals delivered to Lender pursuant to this Agreement).

Post-Closing Deliveries. (a) Within 15 Business Days 30 days following the New Closing Restatement Effective Date, Borrower shall cause to be delivered to Lender, at Borrower’s sole cost and expense, with respect to each Mortgage securing the Original Properties (i) an amendment to such Mortgage increasing the amount secured thereby to $600,000,000 (or, if such Mortgage is in a state in which mortgage recording tax is payable, an amount equal to the sum of the appraised values of the Properties encumbered by such Mortgage, based on the appraisal most recently received by Lender with respect to such Properties) and (ii) a date down and modification endorsement to each Title Insurance Policy covering the Original Properties insuring the continued priority of the related Mortgage following Mortgage. (b) To the delivery of an amendment to such Mortgage (eachextent a Delayed Advance is made, a “Mortgage Amendment”). Within within 30 days following request by Lenderthe date of Borrower’s receipt of such Delayed Advance, Borrower shall cause to be delivered to Lender, at Borrower’s sole cost and expenseexpense (i) a second lien mortgage for each of the Secondary Properties, which second lien mortgage shall secure only Note Component A-2 and Note B and shall be substantially in the form of the mortgage recorded against such Properties as of the date hereof (for the avoidance of doubt, no such second lien mortgage recorded against any Secondary Property shall secure Note Component A-1), (ii) an endorsement to each Title Insurance Policy insuring that the recording of such mortgage and the making of the Delayed Advance will not adversely affect the coverage afforded by such Title Insurance Policy or the priority of the related first-lien Mortgage and (iii) a legal opinion, in form and substance reasonably satisfactory to Lender, as to the enforceability of each second lien Mortgage Amendment securing a Secondary Property under the laws of the state in which the applicable individual Secondary Property is located, and certain other matters covered by local counsel opinions previously delivered to Lender in connection with the Loan (it being understood that the formulation of such opinions shall be subject to the policies of the counsel providing such opinions and qualifications required by the various jurisdictions in which the Properties are located). (bc) If Lender shall receive comments from the title company that issued the Title Insurance Policies, regarding the enforceability, validity, effectiveness or insurability of each such Mortgage for the Original Properties in light of the advances made prior creation of Note Component A-1, the creation of Note Component A-2, the making of the advance on the Initial Second Lien Advance Date pursuant to the New Closing Date and First Amended Loan Agreement, the making of the advance on the New Closing Restatement Effective Date pursuant to the terms hereof, the delivery of Note B or the recording of any Mortgage pursuant to this Agreement, Borrower shall cooperate with Lender in the preparation, execution and recording of amendments to such Mortgages (and/or other instruments reasonably required) necessitated by such comments and the delivery of an appropriate mortgage modification endorsement to the applicable Title Insurance Policy, all at Borrower’s sole cost and expense. In addition, if Lender shall determine that any Mortgage on an Initial Property does not provide adequate security for Note Component A-2, Lender shall have the right, in its sole discretion and at Borrower’s sole expense, to require that a second mortgage be recorded against the applicable Property, and Borrower shall cooperate with Lender in executing and recording each such second mortgage. (cd) As a material inducement to Lender making the Loan, Borrower agrees that it (x) shall deliver Title Insurance Policies and Surveys, in each case acceptable to Lender Lender, for each of the Additional Restatement Effective Date Properties on or before November 17, 2017 and (y) shall use commercially reasonable efforts to deliver a legal opinion satisfy all other Post-Closing Items (as set forth in Section 2.2) to the enforceability of each Mortgage securing an Additional Property under the laws of the state Lender’s reasonable satisfaction by November 30, 2017; provided, however, that in which the applicable individual Additional Property is locatedany event Borrower shall satisfy all such Post-Closing Items to Lender’s reasonable satisfaction by December 15, and certain other matters covered by local counsel opinions previously delivered to Lender in connection with the Loan (it being understood that the formulation of such opinions shall be subject to the policies of the counsel providing such opinions and qualifications required by the various jurisdictions in which the Properties are located)2017, in each case, on or before the 15th Business Day following the New Closing Date or such later date as to which Lender may grant its consent, not to be unreasonably withheld, delayed or conditioned (so long as Borrower is diligently pursuing the satisfaction of such items)the applicable Post-Closing Items. For the avoidance of doubt, notwithstanding the foregoing, the making of any Delayed Advance shall be conditioned on the payment of all title costs (to the extent any amounts reserved by the title company, if any, are insufficient for paying the premiums for the Title Insurance Policies and other title costs and fees) and Lender’s reasonable out-of-pocket costs (including attorney’s fees) incurred in connection with the Initial Second Lien Advance and/or the making of the Delayed Advance, as the case may be. (de) Notwithstanding anything to the contrary in this Agreement, on or prior to November 17, 2017, Borrower may deliver one or more supplements to the Exception Report which may supplement, modify or correct the Exception Report, and each such supplement to the Exception Report shall be deemed to have been a part of the Exception Report as in effect on the Restatement Effective Date. (f) If Lender shall receive comments to any Mortgage from local counsel in connection with the delivery of the opinions delivered pursuant to Section 2.1(c2.2(b), or from the title company issuing the Title Insurance Policies, in each case, regarding the enforceability, validity, effectiveness or insurability of such Mortgage, Borrower shall cooperate with Lender in the preparation, execution and recording of any amendments to such Mortgages necessitated by such comments and the delivery of an appropriate mortgage modification endorsement to the applicable Title Insurance Policy, all at Borrower’s sole cost and expense. In addition, Lender and Borrower acknowledge and agree that the legal descriptions attached to the Mortgages securing the Restatement Date Properties delivered as of the Restatement Effective Date may not be up to date, and such legal descriptions shall be amended as necessary to conform to the legal descriptions in the Title Insurance Policies as and when delivered. In such event, an amendment or modification of the respective affected Mortgages shall be executed, acknowledged and recorded by the parties to substitute the amended legal description as contained in the Title Insurance Policies and an appropriate mortgage modification endorsement to the applicable Title Insurance Policy shall be obtained, all at the sole cost and expense of Borrower. In addition, if any Environmental Report delivered to Lender with respect to the Restatement Date Properties shall recommend the performance of a Phase II Environmental Report other than by virtue of the existence of SAC Conditions, at Lender’s request, Borrower shall promptly obtain such assessment with respect to the applicable Restatement Date Property if Lender has requested a Phase II Environmental Report with respect to the applicable Restatement Date Property; provided, however, if Lender shall have the right to require the delivery of a Phase II Environmental Report with respect to any Restatement Date Property pursuant to this sentence, to the extent practicable based on the recommendations of a reputable environmental engineer, any investigation of the applicable Restatement Date Property in connection with the creation of such report shall be limited only to the portions of such Restatement Date Property as may be reasonably necessary to address the recommendations contained in the related Phase I Environmental Report, other than recommendations related to SAC Conditions.

Post-Closing Deliveries. As a condition of Lender’s agreements hereunder, the following terms and provisions shall apply (it being agreed that the violation by Borrowers of any of the following provisions shall constitute an immediate Event of Default): (a) Within 15 Business Days following If Lender determines that a landlord agreement is desirable to obtain regarding the New Closing Dateleased property where PacketSmart maintains any Collateral, Borrower shall comply with Section 4.9 of the Loan Agreement with respect thereto; (b) Within ten (10) days after the date hereof, PacketSmart shall cause New Borrower to be execute and deliver to Lender an intellectual property security agreement in substantially the same form of agreement as other Borrowers have executed and delivered to LenderORIX previously; (c) Within thirty (30) days after the date hereof, at Borrower’s sole cost and expense, a date down and modification endorsement Borrowers shall deliver to each Title Insurance Policy covering the Original Properties insuring the continued priority of the related Mortgage following the delivery of an amendment to such Mortgage (each, a “Mortgage Amendment”). Within 30 days following request by Lender, Borrower shall cause to be delivered to Lender, at Borrower’s sole cost and expense, a legal opinionLender evidence, in form and substance satisfactory to Lender, that (i) PacketSmart has insured all of its tangible Collateral, and carries such other business insurance, with an insurer reasonably acceptable to Lender, and that such insurance policies name Lender as an additional loss payee thereunder and contain a lenders loss payee endorsement in form and substance satisfactory to Lender, or (ii) Existing Borrowers’ current insurance policies, including without limitation business interruption insurance, have been revised to provide coverage of PacketSmart and all of its tangible Collateral, in form and amounts reasonably satisfactory to Lender, as to the enforceability of each Mortgage Amendment under the laws of the state in which the applicable individual Property is located, and certain other matters covered by local counsel opinions previously delivered to Lender in connection with the Loan (it being understood that the formulation of such opinions shall be subject to the policies of the counsel providing such opinions and qualifications required by the various jurisdictions in which the Properties are located). (b) If Lender shall receive comments from the title company that issued the Title Insurance Policies, regarding the enforceability, validity, effectiveness or insurability of each Mortgage for the Original Properties in light of the advances made prior to the New Closing Date and on the New Closing Date pursuant to the terms hereof, Borrower shall cooperate with Lender in the preparation, execution and recording of amendments to such Mortgages (and/or other instruments reasonably required) necessitated by such comments and the delivery of an appropriate mortgage modification endorsement to the applicable Title Insurance Policy, all at Borrower’s sole cost and expense. (c) As a material inducement to Lender making the Loan, Borrower agrees that it (x) shall deliver Title Insurance Policies acceptable to Lender for each of the Additional Properties and (y) shall use commercially reasonable efforts to deliver a legal opinion as to the enforceability of each Mortgage securing an Additional Property under the laws of the state in which the applicable individual Additional Property is located, and certain other matters covered by local counsel opinions previously delivered to Lender in connection with the Loan (it being understood that the formulation of such opinions shall be subject to the policies of the counsel providing such opinions and qualifications required by the various jurisdictions in which the Properties are located), in each case, on or before the 15th Business Day following the New Closing Date or such later date as to which Lender may grant its consent, not to be unreasonably withheld, delayed or conditioned (so long as Borrower is diligently pursuing the satisfaction of such items).; and (d) If Lender shall receive comments to any Mortgage from local counsel in connection with the delivery Immediately after effectiveness of the opinions delivered pursuant Merger, New Borrower shall enter into and execute an assumption agreement, which shall be in form and substance acceptable to Section 2.1(c)Lender. In connection therewith, or from the title company issuing the Title Insurance PoliciesNew Borrower shall covenant, in each casefavor of Lender, regarding not to maintain more than $50,000 at any and all bank accounts at Comerica Bank while the enforceability, validity, effectiveness Loan Agreement remains in force and effect or insurability of such Mortgage, Borrower shall cooperate with Lender in the preparation, execution and recording of there otherwise remain outstanding any amendments to such Mortgages necessitated by such comments and the delivery of an appropriate mortgage modification endorsement to the applicable Title Insurance Policy, all at Borrower’s sole cost and expenseObligations thereunder.

Post-Closing Deliveries. (a) Within 15 Business Days 30 days following the New Closing Restatement Effective Date, Borrower shall cause to be delivered to Lender, at Borrower’s sole cost and expense, with respect to each Mortgage securing the Initial Properties, a date down and modification and/or priority endorsement to each Title Insurance Policy covering the Original Initial Properties insuring the continued priority of the related Mortgage following Mortgage. (b) To the delivery of an amendment to such Mortgage (eachextent a Delayed Advance is made, a “Mortgage Amendment”). Within within 30 days following request by Lenderthe date of Borrower’s receipt of such Delayed Advance, Borrower shall cause to be delivered to Lender, at Borrower’s sole cost and expense, expense (i) a legal opinion, in form and substance reasonably satisfactory to Lender, as to the enforceability of second lien mortgage securing only Note B for each Mortgage Amendment under the laws of the state in which the applicable individual Property is locatedSecondary Properties and, and certain other matters covered if requested by local counsel opinions previously delivered to Lender in connection with a reallocation of the Loan Principal Indebtedness evidenced by Note Component A-2 to Note B pursuant to Section 1.1(a), each of the Initial Properties, in each case, substantially in the form of the mortgage recorded against such Properties as of the date hereof, and (it being understood ii) an endorsement to each Title Insurance Policy insuring that the formulation recording of such opinions shall be subject to mortgage and the policies making of the counsel providing Delayed Advance will not adversely affect the coverage afforded by such opinions and qualifications required by Title Insurance Policy or the various jurisdictions in which priority of the Properties are located)related first-lien Mortgage. (bc) If Lender shall receive comments from the title company that issued the Title Insurance Policies, regarding the enforceability, validity, effectiveness or insurability of each such Mortgage for the Original Properties in light of the advances made prior to creation of the New Closing making of the Restatement Date and on Advance, the New Closing Date creation of Note Component A-2, the delivery of Note B or the recording of any second lien mortgage pursuant to the terms hereofthis Agreement, Borrower shall cooperate with Lender in the preparation, execution and recording of amendments to such Mortgages (and/or other instruments reasonably required) necessitated by such comments and the delivery of an appropriate mortgage modification endorsement to the applicable Title Insurance Policy, all at Borrower’s sole cost and expense. (c) As . In addition, if Lender shall determine that any Mortgage on an Initial Property does not provide adequate security for Note Component A-2, Lender shall have the right, in its sole discretion and at Borrower’s sole expense, to require that a material inducement to Lender making the Loan, Borrower agrees that it (x) shall deliver Title Insurance Policies acceptable to Lender for each of the Additional Properties and (y) shall use commercially reasonable efforts to deliver a legal opinion as to the enforceability of each Mortgage securing an Additional Property under the laws of the state in which second mortgage be recorded against the applicable individual Additional Property is locatedProperty, and certain other matters covered by local counsel opinions previously delivered to Lender in connection with the Loan (it being understood that the formulation of such opinions shall be subject to the policies of the counsel providing such opinions and qualifications required by the various jurisdictions in which the Properties are located), in each case, on or before the 15th Business Day following the New Closing Date or such later date as to which Lender may grant its consent, not to be unreasonably withheld, delayed or conditioned (so long as Borrower is diligently pursuing the satisfaction of such items). (d) If Lender shall receive comments to any Mortgage from local counsel in connection with the delivery of the opinions delivered pursuant to Section 2.1(c), or from the title company issuing the Title Insurance Policies, in each case, regarding the enforceability, validity, effectiveness or insurability of such Mortgage, Borrower shall cooperate with Lender in the preparation, execution executing and recording of any amendments to each such Mortgages necessitated by such comments and the delivery of an appropriate mortgage modification endorsement to the applicable Title Insurance Policy, all at Borrower’s sole cost and expensesecond mortgage.

Post-Closing Deliveries. (a) Within 15 Business Days No later than sixty (60) days following the New Closing Date, Borrower or at such later date as Agent in its sole discretion may elect, Real Estate Borrowers shall deliver, or ▇▇▇▇-▇▇▇▇▇, ▇-▇ ▇▇▇▇▇▇▇▇▇▇, ▇-▇ ▇▇▇▇▇▇▇ or ▇-▇ Logistics (as applicable) shall cause Real Estate Borrowers to be deliver, to Agent the following: (i) a valid and perfected first priority Leasehold Mortgage (subject to Permitted Liens) in favor of Agent upon each Leasehold Property to which no value has been given under the Initial Leasehold Report and not delivered to Lender, at Borrower’s sole cost and expense, a date down and modification endorsement to each Title Insurance Policy covering Agent on the Original Properties insuring Closing Date in accordance with Section 5.1.15(a) hereof (other than the continued priority Leasehold Property identified on Item 5.1.15(a) of the related Disclosure Schedule and the Leasehold Property, the lease of which is subject to a valid and enforceable prohibition on the granting of a leasehold mortgage by the lessee), whether pursuant to a modification agreement as to Leasehold Property subject to a leasehold mortgage in favor of Agent in connection with the Existing Credit Agreement or a new Leasehold Mortgage following as to Leasehold Property not subject to a leasehold mortgage in favor of Agent in connection with the delivery of Existing Credit Agreement, in each case in a form suitable for recording or filing, duly authorized, executed and delivered by Stores Leasing, Raleigh Leasing, ▇▇▇▇▇▇▇▇▇▇ Leasing or Warehouse Leasing, as applicable; (ii) if required in the jurisdiction in which the Leasehold Property is located, evidence that (A) an amendment to an existing fixture filing naming Agent, as secured party, and the applicable Borrower or Guarantor, as debtor, to reflect Stores Leasing, Raleigh Leasing, ▇▇▇▇▇▇▇▇▇▇ Leasing or Warehouse Leasing, as applicable, as the debtor, or (B) a fixture filing naming Agent, as secured party, and Stores Leasing, Raleigh Leasing, ▇▇▇▇▇▇▇▇▇▇ Leasing or Warehouse Leasing, as applicable, as debtor, have been filed with respect to such Leasehold Property; (iii) either (A) leasehold title insurance policies or (B) an endorsement to the existing leasehold title insurance policies, in each case in favor of Agent issued by insurers satisfactory to Agent, insuring that title to such Leasehold Property (together with all other Leasehold Property having an aggregate appraised value of not less than $100,000,000) is marketable and that the interests created by such Leasehold Mortgage constitutes a valid first Lien (eachsubject to Permitted Liens) thereon free and clear of all material defects and encumbrances (other than Permitted Liens) other than as approved by Agent, and, if required by Agent and if available under then applicable state law, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic’s lien endorsement and such other endorsements as Agent shall reasonably request and accompanied by evidence of the payment in full of all premiums thereon, (iv) to the extent that a leasehold title insurance policy is not requested by Agent for such Leasehold Property and Agent has not received evidence of a lease or memorandum of lease with respect to such Leasehold Property appearing in the applicable real estate records for such Leasehold Property, a “title search for such Leasehold Property showing that the applicable mortgagor is the current record title holder of the leasehold interest; and (v) all consents, waivers, acknowledgments, agreements and approvals from other third parties which Agent in good faith may deem necessary or desirable in order to permit, protect and perfect the Leasehold Mortgage Amendment”). Within 30 of Agent in any such Leasehold Property and related assets subject to the Leasehold Mortgage with respect thereto. (b) No later than one hundred twenty (120) days following request by Lenderthe Closing Date, Borrower or at such later date as Agent in its sole discretion may elect, ▇▇▇▇-▇▇▇▇▇ shall cause deliver to be delivered to Lender, at Borrower’s sole cost and expense, a legal opinionAgent, in form and substance reasonably satisfactory to LenderAgent in good faith, evidence that each of ▇▇▇▇▇ Stores, ▇▇▇▇▇ Realty and Sundown Sales has been liquidated and dissolved or consolidated or merged with and into ▇▇▇▇-▇▇▇▇▇ or any other Borrower (other than a Real Estate Borrower) or a Guarantor, in each case in accordance with applicable law, including all agreements, documents and instruments filed with any Governmental Authority or as are otherwise required to effectuate such liquidation, dissolution, consolidation or merger. Notwithstanding the enforceability of each Mortgage Amendment under foregoing, the laws of the state in which the applicable individual Property is located, and certain other matters covered by local counsel opinions previously delivered to Lender in connection with the Loan (it being understood that the formulation of such opinions shall final tax return for ▇▇▇▇▇ Stores may be subject to the policies of the counsel providing such opinions and qualifications required by the various jurisdictions in which the Properties are located). (b) If Lender shall receive comments from the title company that issued the Title Insurance Policies, regarding the enforceability, validity, effectiveness or insurability of each Mortgage for the Original Properties in light of the advances made prior to the New Closing Date and on the New Closing Date pursuant to the terms hereof, Borrower shall cooperate with Lender filed in the preparation, execution and recording ordinary course of amendments to such Mortgages (and/or other instruments reasonably required) necessitated by such comments and the delivery of an appropriate mortgage modification endorsement to the applicable Title Insurance Policy, all at Borrower’s sole cost and expensebusiness. (c) As a material inducement to Lender making the Loan, Borrower agrees that it No later than sixty (x60) shall deliver Title Insurance Policies acceptable to Lender for each of the Additional Properties and (y) shall use commercially reasonable efforts to deliver a legal opinion as to the enforceability of each Mortgage securing an Additional Property under the laws of the state in which the applicable individual Additional Property is located, and certain other matters covered by local counsel opinions previously delivered to Lender in connection with the Loan (it being understood that the formulation of such opinions shall be subject to the policies of the counsel providing such opinions and qualifications required by the various jurisdictions in which the Properties are located), in each case, on or before the 15th Business Day days following the New Closing Date Date, or at such later date as Agent in its sole discretion may elect, ▇▇▇▇-▇▇▇▇▇ shall deliver to Agent, in form and substance satisfactory to Agent in good faith (i) lien and judgment search results from each parish or other applicable filing office in the State of Louisiana in which Lender may grant its consentany Borrower conducts business, not owns Real Property or maintains Leasehold Property, (ii) a certified copy of an Order in Aid of Plan Consummation, as duly entered by the Bankruptcy Court, with respect to be unreasonably withheldthe liens of record in the State of Louisiana that require discharging pursuant to the Confirmation Order, delayed or conditioned and (so long as Borrower is diligently pursuing the satisfaction iii) evidence that a certified copy of such items)Order in Aid of Plan Consummation has been filed in each parish in the State of Louisiana in which such liens are of record. (d) If Lender shall receive comments to any Mortgage from local counsel in connection with Except as otherwise set forth herein, upon the delivery request of the opinions delivered pursuant to Section 2.1(c)Agent, ▇▇▇▇-▇▇▇▇▇ will deliver, or from the title company issuing the Title Insurance Policiescause its Subsidiaries to deliver, in each caseform and substance satisfactory to Agent in good faith, regarding all consents, waivers, acknowledgments and other agreements from third persons which Agent in good faith may deem necessary or desirable in order to permit, protect and perfect its Liens upon the enforceability, validity, effectiveness Collateral or insurability to effectuate the provisions or purposes of such Mortgage, Borrower shall cooperate with Lender in the preparation, execution and recording of any amendments to such Mortgages necessitated by such comments this Agreement and the delivery of an appropriate mortgage modification endorsement to the applicable Title Insurance Policy, all at Borrower’s sole cost and expenseother Loan Documents.

Post-Closing Deliveries. (a) Within 15 Seller agrees that it will use commercially reasonable efforts to forward or remit to Buyer each Business Day any payment or the amount of any payment, as the case may be, on a Purchased Account received by Seller after the Closing Date (in the case of a remittance, net of any amount previously remitted representing a check returned for insufficient funds, a stop-payment or any amount required to be refunded by Seller to or on behalf of the Account Debtor on such Purchased Account, to the extent such amount has not been previously remitted or refunded). Seller shall forward or remit such payment or amount and any accompanying documentation or information provided by the Account Holder and, if reasonably available to Seller, a means of identifying the Account to which such amount or payment is to be applied within three (3) Business Days following after Seller's receipt thereof, by wire transfer or overnight delivery to Buyer pursuant to written instructions provided by Buyer to Seller (or such other method as the New Closing Date, Borrower parties shall cause to be delivered to Lender, at Borrower’s sole cost and expense, a date down and modification endorsement to each Title Insurance Policy covering the Original Properties insuring the continued priority of the related Mortgage following the delivery of an amendment to such Mortgage (each, a “Mortgage Amendment”). Within 30 days following request by Lender, Borrower shall cause to be delivered to Lender, at Borrower’s sole cost and expense, a legal opinion, in form and substance reasonably satisfactory to Lender, as to the enforceability of each Mortgage Amendment under the laws of the state in which the applicable individual Property is located, and certain other matters covered by local counsel opinions previously delivered to Lender in connection with the Loan (it being understood that the formulation of such opinions shall be subject to the policies of the counsel providing such opinions and qualifications required by the various jurisdictions in which the Properties are locatedmutually agree). (b) If Lender shall receive comments from the title company that issued the Title Insurance PoliciesSeller hereby appoints and empowers Buyer as its true and lawful attorney-in-fact, regarding the enforceabilitywith full power of substitution, validity, effectiveness or insurability of each Mortgage for the Original Properties in light limited purpose of endorsing any check or other instrument made payable to Seller and submitted by an Account Debtor on or after the advances made prior to the New Closing Date as payment on any Purchased Account for which Buyer is entitled. This power of attorney shall be deemed to be a power coupled with an interest and on the New Closing Date pursuant to the terms hereof, Borrower shall cooperate with Lender in the preparation, execution and recording of amendments to be irrevocable so long as any such Mortgages (and/or other instruments reasonably required) necessitated by such comments and the delivery of an appropriate mortgage modification endorsement to the applicable Title Insurance Policy, all at Borrower’s sole cost and expenseinterest is due Buyer. (c) As a material inducement to Lender making the Loan, Borrower Buyer agrees that it (x) shall deliver Title Insurance Policies acceptable to Lender for each of the Additional Properties and (y) shall will use commercially reasonable efforts to deliver forward or remit to Seller any payment or the amount of any payment, as the case may be, on any Excluded Account (in the case of a legal opinion as remittance, net of any amount previously remitted representing a check returned for insufficient funds, a stop-payment or any amount required to be refunded by Buyer to or on behalf of the Account Debtor on any such Excluded Account, to the enforceability of each Mortgage securing an Additional Property under the laws of the state in which the applicable individual Additional Property is locatedextent such amount has not been previously remitted or refunded), and certain will promptly forward any other matters covered document pertaining to any Excluded Account received after the Closing Date. Buyer shall forward or remit such payment or amount: (i) within fifteen (15) days if research is required before it can be posted to an Account, and (ii) in all other cases, within three (3) Business Days after Buyer's receipt thereof each by local counsel opinions previously delivered wire transfer pursuant to Lender in connection with written instructions provided by Seller to Buyer (or such other method as the Loan parties shall mutually agree if at any time the volume of remittances no longer justifies use of wire transfer), and including the date, amount and Account number to which such payment is to be applied (it being understood that the formulation of such opinions shall be subject to the policies of the counsel providing extent Buyer is able to determine such opinions and qualifications required by the various jurisdictions in which the Properties are located), in each case, on or before the 15th Business Day following the New Closing Date or such later date as to which Lender may grant its consent, not to be unreasonably withheld, delayed or conditioned (so long as Borrower is diligently pursuing the satisfaction of such itemsinformation). (d) If Lender shall receive comments To the extent that Account Documentation relating to any Mortgage from local counsel in connection with the delivery of the opinions delivered pursuant to Section 2.1(c), or from the title company issuing the Title Insurance Policies, in each case, regarding the enforceability, validity, effectiveness or insurability of such Mortgage, Borrower shall cooperate with Lender Purchased Accounts may be in the preparationpossession of Seller, execution Seller will, within seven (7) days after the Closing Date, deliver to Buyer, and recording to the extent that Account Documentation relating to Purchased Accounts may be in the possession of any amendments third party, Seller will use commercially reasonable efforts to cause such Mortgages necessitated by third party to deliver to Buyer, such comments Account Documentation to Buyer at Buyer's address set forth in Section 9.6 in the format and the delivery of an appropriate mortgage modification endorsement to the applicable Title Insurance Policy, all at Borrower’s sole cost and expensemedia on which Seller or any third party responsible for such storage currently stores such materials.