Common use of Post-Closing Items Clause in Contracts

Post-Closing Items. (a) Obligors shall deliver to Administrative Agent, not later than sixty (60) days after the Closing Date (or such later date as the Administrative Agent may agree): (i) an endorsement to each insurance policy of the Obligors providing liability coverage designating the Administrative Agent (and its successors and/or assigns) as an additional insured thereunder; (ii) an endorsement to each casualty insurance policy of the Obligors designating the Administrative Agent (and its successors and/or assigns) as lender’s loss payee and/or mortgagee (as applicable) thereunder; and (iii) an endorsement to each insurance policy of the Obligors pursuant to which the insurer agrees that it will give Administrative Agent thirty (30) days (or such lesser amount as Administrative Agent may agree or ten (10) days for cancellation due to nonpayment of premium) prior written notice before any such policy or policies shall be altered or canceled). (b) Obligors shall cause, not later than sixty (60) days after the Closing Date (or such later date as the Administrative Agent may agree), Pixalere Healthcare USA, LLC to become joined to this Agreement as a “Subsidiary Guarantor” hereunder, and Administrative Agent shall have received all joinder and limited liability company authorization documents in the nature of those required by Section 6.01(e) with respect thereto, (the date on which such conditions are satisfied, the “Pixalere Joinder Date”); (c) Obligors shall deliver to Administrative Agent, not later than ninety (90) days after the Closing Date (or such later date as Administrative Agent may agree), duly executed control agreements in favor of Administrative Agent for the benefit of the Secured Parties for all Deposit Accounts, Securities Accounts and Commodity Accounts owned by the Obligors in the United States (other than any such account constituting an Excluded Account); (d) Notwithstanding anything to the contrary in the Security Agreement, within ninety (90) days after the Closing Date (or such later date as Administrative Agent may agree) (A) with respect to any location where Collateral in excess of $500,000 is held, use commercially reasonable efforts to execute and deliver landlord consents with respect to real Property leased (as tenant) by each Obligor in the United States and (B) use commercially reasonable efforts to obtain a bailee waiver or other agreement from the lessor of each leased property, or bailee or consignee with respect to any warehouse, processor, converted facility or other location where Collateral in excess of $500,000 is stored or located at such individual location; (e) Obligors shall deliver to Administrative Agent, not later than ten (10) Business Days after the Closing Date (or such later date as Administrative Agent may agree), a file-stamped copy of a UCC-3 termination statement demonstrating that the UCC-1 financing statement filed with the Secretary of State of the State of Delaware, with U.C.C. Initial Filing No: 2019 8188208, listing SCENDIA BIOLOGICS, LLC as Debtor and JPMORGAN CHASE BANK, NA as Secured Party, has been terminated; and (f) Obligors shall make good faith efforts to deliver to Administrative Agent evidence of executed assignments reflecting the conveyance of ownership of certain patents from Precision Healing, Inc. to Precision Healing LLC (the “Precision Assignment”), and evidence of the filing receipt received from the USPTO for recording the Precision Assignment against the Precision Healing patents to correct USPTO ownership records for such patents.

Post-Closing Items. (a) Obligors shall deliver to Administrative Agent, not later than Within sixty (60) days after the Closing Date (Effective Date, or such later other date as the Administrative Agent may agree):in its sole discretion permit, Borrower shall cause Borrower Landlord to execute and deliver a Landlord Consent to Administrative Agent. (ib) an endorsement to each insurance policy of the Obligors providing liability coverage designating the Administrative Agent (and its successors and/or assigns) as an additional insured thereunder; (ii) an endorsement to each casualty insurance policy of the Obligors designating the Administrative Agent (and its successors and/or assigns) as lender’s loss payee and/or mortgagee (as applicable) thereunder; and (iii) an endorsement to each insurance policy of the Obligors pursuant to which the insurer agrees that it will give Administrative Agent Within thirty (30) days (after the Effective Date, or such lesser amount as Administrative Agent may agree or ten (10) days for cancellation due to nonpayment of premium) prior written notice before any such policy or policies shall be altered or canceled). (b) Obligors shall cause, not later than sixty (60) days after the Closing Date (or such later date as the Administrative Agent may agree), Pixalere Healthcare USA, LLC to become joined to this Agreement as a “Subsidiary Guarantor” hereunder, and Administrative Agent shall have received all joinder and limited liability company authorization documents in the nature of those required by Section 6.01(e) with respect thereto, (the date on which such conditions are satisfied, the “Pixalere Joinder Date”); (c) Obligors shall deliver to Administrative Agent, not later than ninety (90) days after the Closing Date (or such later other date as Administrative Agent may agree)in its sole discretion permit, Borrower shall deliver to Administrative Agent duly executed control agreements in favor of Administrative Agent for the benefit of the Secured Parties for all Deposit Accounts, Securities Accounts and Commodity Commodities Accounts owned by the Obligors in the United States (other than any such account constituting an Excluded Account); (d) Notwithstanding anything to the contrary Accounts, as defined in the Security Agreement); provided, however, that Borrower shall not be required to obtain control agreements for its Deposit Accounts at East West Bank as long as such accounts contain less than $250,000 in the aggregate and are closed within ninety sixty (9060) days after the Closing Date Effective Date. (c) Within sixty (60) days after the Effective Date, or such later other date as Administrative Agent may agree) (A) with respect to any location where Collateral in excess of $500,000 is heldits sole discretion permit, use commercially reasonable efforts to execute and deliver landlord consents with respect to real Property leased (as tenant) by each Obligor in the United States and (B) use commercially reasonable efforts to obtain a bailee waiver or other agreement from the lessor of each leased property, or bailee or consignee with respect to any warehouse, processor, converted facility or other location where Collateral in excess of $500,000 is stored or located at such individual location; (e) Obligors Borrower shall deliver to Administrative Agent, not later than ten Agent such foreign filings as the Lenders may require with respect to foreign Material Intellectual Property and evidence of filing thereof. (10d) Business Days Within thirty (30) days after the Closing Date (Effective Date, or such later other date as Administrative Agent may agree)in its sole discretion permit, Borrower shall enter into a file-stamped copy of a UCC-3 termination statement demonstrating that subordination agreement in form and substance reasonably acceptable to Administrative Agent and the UCC-1 financing statement filed Majority Lenders with the Secretary of State of the State of Delaware, with U.C.C. Initial Filing No: 2019 8188208, listing SCENDIA BIOLOGICSVulcan Inc. and Cougar Investment Holdings, LLC as Debtor (which form shall be no less favorable to Administrative Agent and JPMORGAN CHASE BANK, NA as Secured Party, has been terminated; andthe Lenders than the Vulcan Lien Subordination Agreement is to Oxford Finance LLC). (fe) Obligors Within sixty (60) days after the Effective Date, or such other date as Administrative Agent may in its sole discretion permit, Borrower shall make good faith efforts to deliver to Administrative Agent evidence duly executed and delivered copies of executed assignments reflecting the conveyance of ownership of certain patents from Precision Healing, Inc. such acknowledgement letters as are reasonably requested by Administrative Agent with respect to Precision Healing LLC (the “Precision Assignment”), and evidence Liens existing as of the filing receipt received from date of the USPTO for recording the Precision Assignment against the Precision Healing patents to correct USPTO ownership records for such patentsAgreement.

Post-Closing Items. Following the First Purchase Date: (a) Obligors shall Issuer agrees to deliver to Administrative Purchaser Agent, not later than sixty (60) within 45 days after the Closing Date (or such later date as the Administrative Agent may agree): (i) an endorsement to each insurance policy of the Obligors providing liability coverage designating the Administrative Agent (First Purchase Date, duly executed Control Agreements, in form and its successors and/or assigns) as an additional insured thereundersubstance satisfactory to Purchaser Agent, with respect to any U.S. Collateral Accounts maintained by Issuer or any other Obligor; (ii) an endorsement to each casualty insurance policy of the Obligors designating the Administrative Agent (and its successors and/or assigns) as lender’s loss payee and/or mortgagee (as applicable) thereunder; and (iii) an endorsement to each insurance policy of the Obligors pursuant to which the insurer agrees that it will give Administrative Agent thirty (30) days (or such lesser amount as Administrative Agent may agree or ten (10) days for cancellation due to nonpayment of premium) prior written notice before any such policy or policies shall be altered or canceled). (b) Obligors shall causeIssuer agrees to deliver to Purchaser Agent, not later than sixty within 30 days of the First Purchase Date, all certificate(s) for the Shares representing Equity Interests in Subsidiaries of each Obligor (60) days after the Closing Date (or where such later date as the Administrative Agent may agreecertificates are in issue), Pixalere Healthcare USAduly endorsed in blank (where applicable), LLC in each case subject to become joined to this Agreement as a “Subsidiary Guarantor” hereunder, and Administrative Agent shall have received all joinder and limited liability company authorization documents in the nature of those required by Section 6.01(e) with respect thereto, (the date on which such conditions are satisfied, the “Pixalere Joinder Date”)Agreed Security Principles; (c) Obligors shall Issuer agrees to deliver to Administrative Purchaser Agent, not later than ninety (90) within 60 days after of the Closing Date (First Purchase Date, additional insured or such later date lenders’ loss payee endorsements, as Administrative Agent may agree)applicable, duly executed control agreements with respect to all property and general liability insurance policies of the Obligors, in each case in favor of Administrative Purchaser Agent for the benefit and in form and substance satisfactory to Purchaser Agent with respect to all property and general liability insurance policies of the Secured Parties for all Deposit Accounts, Securities Accounts and Commodity Accounts owned by the Obligors in the United States (other than any such account constituting an Excluded Account);Obligors; and (d) Notwithstanding anything Issuer agrees to use commercially reasonable efforts for a period of 180 days following the contrary First Purchase Date to deliver to Purchaser Agent (I) a bailee waiver or landlord consent in the Security Agreementform and substance satisfactory to Purchaser Agent, within ninety (90) days after the Closing Date (executed in favor of Purchaser Agent in respect of each third party bailee or such later date landlord, as Administrative Agent may agree) (A) with respect to applicable, where Issuer or any location where Subsidiary maintains Collateral having a book value in excess of $500,000 is held5,000,000, use commercially reasonable efforts to execute other than any bailee waivers and deliver landlord consents with respect not required to real Property leased (as tenant) by each Obligor in be delivered pursuant to the United States Agreed Security Principles and (BII) use commercially reasonable efforts subject to obtain the Agreed Security Principles, appropriate security documentation, in form and substance satisfactory to Purchaser Agent, to provide Purchaser Agent with a bailee waiver first priority (subject to Permitted Priority Liens) perfected security interest in all jurisdictions where Parent or other agreement from the lessor of each leased property, or bailee or consignee with respect to any warehouse, processor, converted facility or other location where Subsidiary maintains Collateral having a book value in excess of $500,000 is stored or located at such individual location; (e) Obligors shall deliver to Administrative Agent, not later than ten (10) Business Days after the Closing Date (or such later date as Administrative Agent may agree), a file-stamped copy of a UCC-3 termination statement demonstrating that the UCC-1 financing statement filed with the Secretary of State of the State of Delaware, with U.C.C. Initial Filing No: 2019 8188208, listing SCENDIA BIOLOGICS, LLC as Debtor and JPMORGAN CHASE BANK, NA as Secured Party, has been terminated; and (f) Obligors shall make good faith efforts to deliver to Administrative Agent evidence of executed assignments reflecting the conveyance of ownership of certain patents from Precision Healing, Inc. to Precision Healing LLC (the “Precision Assignment”), and evidence of the filing receipt received from the USPTO for recording the Precision Assignment against the Precision Healing patents to correct USPTO ownership records for such patents5,000,000.

Post-Closing Items. (a) Obligors The Loan Parties shall, as promptly as practicable and in no event later than 90 days following the Closing Date (or such longer period as the Administrative Agent may reasonably determine in its sole discretion), deliver evidence of insurance coverage in compliance with the terms of Section 5.05 hereof (including with respect to any endorsements referenced therein), to the extent not previously delivered in accordance herewith. (b) Each Loan Party will, and will cause each of its Subsidiaries that is a Loan Party to enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements (or, in the case of (x) Hungarian Holdings, Hungarian Security Deposit Agreements and (y) Osmotica Cyprus, the Cyprus Charge over Bank Accounts) with respect to each deposit, securities, commodity or similar account maintained by such Person other than Excluded Accounts not later than 60 days following the Closing Date (or such later date as the Administrative Agent may reasonably determine in its sole discretion). ​ ​ ​ (c) If Osmotica BVI shall deliver not have been dissolved on or prior to the date that is 120 days (or such later date as the Administrative Agent may determine in its sole discretion) after the Closing Date, the Loan Parties shall cause Osmotica BVI to become a Loan Party (and all Capital Stock in Osmotica BVI to be subject to a First Priority perfected Lien in favor of the Administrative Agent) on or prior to such date, by executing and delivering a Joinder Agreement, a Security Agreement Joinder Agreement, a pledge agreement with respect to all Capital Stock in Osmotica BVI and such other security documents in form and substance reasonably acceptable to the Administrative Agent, together with a legal opinion of British Virgin Islands counsel to Osmotica BVI with respect to the such documents in form and substance reasonably acceptable to the Administrative Agent. Upon execution and delivery thereof, Osmotica BVI (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will simultaneously therewith deliver a completed Perfection Certificate and simultaneously therewith or as soon as practicable thereafter (and in any event within 45 days thereafter (as may be extended at the discretion of the Administration Agent)) take such actions as may be required in accordance with the terms hereof or of the applicable Collateral Documents to grant Liens to the Administrative Agent, for the benefit of itself and the Lenders and each other Secured Party, in each case to the extent required by the terms thereof, in any property (subject to the limitations with respect to Capital Stock set forth in paragraph (b) of Section 5.12, the limitations with respect to real property set forth in paragraph (d) of Section 5.12, and any other limitations set forth in the Pledge and Security Agreement) of such Loan Party which constitutes Collateral (including any Material Real Estate Assets), on such terms as may be required pursuant to the terms of the Collateral Documents, and with respect to Material Real Estate Assets, take such actions described in paragraph (d) of Section 5.12. (d) Not later than 60 days following the Closing Date (or such later date as the Administrative Agent may reasonably determine in its sole discretion), Osmotica Cyprus shall take such action as may be necessary to grant the Administrative Agent a security interest in all its assets (other than the Capital Stock of Osmotica BVI), including the execution and delivery of the Cyprus Debenture and delivery of a legal opinion with respect thereto, and shall take all other applicable actions, as reasonably required by the Administrative Agent, including, but not limited to, those described in Sections 4.01(m)(i) and (ii) and 5.12 with respect to Osmotica Cyprus and its assets and the registration of such security interest. (e) The Administrative Agent shall receive evidence of the filing, registration or recordation of each filing, registration or recordation with the Registrar, of the changes in the shareholding structure and in the composition of the board of directors of Osmotica Cyprus, effected pursuant to the transactions contemplated by the Acquisition and/or the Acquisition Agreement, including, but not limited to, HE57 and HE4 forms, duly stamped as received by the Registrar, each certified as a true copy by the corporate secretary of Osmotica Cyprus, not later than sixty (60) days one Business Day after the Closing Date (or such later date as the Administrative Agent may agree): reasonably determine in its sole discretion). Promptly upon, and in any event no later than 20 Business Days (ior such longer period as the Administrative Agent may reasonably determine in its sole discretion) an endorsement following, the Closing Date, Osmotica Cyprus shall deliver to each insurance policy of the Obligors providing liability coverage designating the Administrative Agent (and or its successors and/or assignsCyprus counsel) a Tax Residence Certificate duly issued by the Cyprus Income Tax Office of the Cyprus Ministry of Finance, certified as an additional insured thereunder;a true copy of the original by the corporate secretary of Osmotica Cyprus. (iif) an endorsement Each Loan Party shall cause each Material Real Estate Asset owned by such Loan Party on the Closing Date to be subjected to a Lien securing the Secured Obligations pursuant to a Mortgage in form and substance acceptable to the Administrative Agent, and will take, and cause each casualty Subsidiary that is a Loan Party to take, such actions as shall be necessary or reasonably requested by the ​ ​ Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12(c) and delivery of flood hazard determination forms, title insurance policy policies (including any endorsements thereto), surveys and local counsel opinions, all at the expense of the Obligors designating Loan Parties. (g) Promptly upon, and in any event no later than 10 Business Days (or such longer period as the Administrative Agent (may reasonably determine in its sole discretion) following, the designation by the Administrative Agent of the applicable bank account in Hungary to be set forth therein, Hungarian Holdings will execute and its successors and/or assigns) as lender’s loss payee and/or mortgagee (as applicable) thereunder; and (iii) an endorsement deliver a Hungarian Authorization Letter with respect to each insurance policy bank account of the Obligors pursuant to which the insurer agrees that it will give Administrative Agent thirty Hungarian Holdings in Hungary (30) days (or such lesser amount as Administrative Agent may agree or ten (10) days for cancellation due to nonpayment of premium) prior written notice before other than any such policy or policies shall be altered or canceledExcluded Account). (bh) Obligors The Loan Parties shall causecause RevitaLid to become a Loan Party on or prior to January 31, not later than sixty (60) days after the Closing Date 2018 (or such later date as the Administrative Agent may agreedetermine in its sole discretion), Pixalere Healthcare USAby executing and delivering a Joinder Agreement and a Security Agreement Joinder Agreement. Upon execution and delivery thereof, LLC to RevitaLid (i) shall automatically become joined to this Agreement as a “Subsidiary Guarantor” hereunderLoan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and Administrative Agent shall have received all joinder obligations in such capacity under the Loan Documents and limited liability company authorization documents (ii) will simultaneously therewith deliver a completed Perfection Certificate and simultaneously therewith or as soon as practicable thereafter (and in any event within 45 days thereafter (as may be extended at the nature discretion of those the Administration Agent)) take such actions as may be required by Section 6.01(e) in accordance with respect thereto, (the date on which such conditions are satisfied, terms hereof or of the “Pixalere Joinder Date”); (c) Obligors shall deliver applicable Collateral Documents to grant Liens to the Administrative Agent, not later than ninety (90) days after the Closing Date (or such later date as Administrative Agent may agree), duly executed control agreements in favor of Administrative Agent for the benefit of itself and the Lenders and each other Secured Parties for all Deposit AccountsParty, Securities Accounts and Commodity Accounts owned in each case to the extent required by the Obligors terms thereof, in the United States any property (other than any such account constituting an Excluded Account); (d) Notwithstanding anything subject to the contrary in the Security Agreement, within ninety (90) days after the Closing Date (or such later date as Administrative Agent may agree) (A) limitations with respect to any location where Collateral Capital Stock set forth in excess paragraph (b) of $500,000 is heldSection 5.12, use commercially reasonable efforts to execute and deliver landlord consents the limitations with respect to real Property leased property set forth in paragraph (as tenantd) by each Obligor of Section 5.12, and any other limitations set forth in the United States Pledge and Security Agreement) of such Loan Party which constitutes Collateral (B) use commercially reasonable efforts including any Material Real Estate Assets), on such terms as may be required pursuant to obtain a bailee waiver or other agreement from the lessor terms of each leased propertythe Collateral Documents, or bailee or consignee and with respect to any warehouseMaterial Real Estate Assets, processor, converted facility or other location where Collateral take such actions described in excess paragraph (d) of $500,000 is stored or located at such individual location; (e) Obligors shall deliver to Administrative Agent, not later than ten (10) Business Days after the Closing Date (or such later date as Administrative Agent may agree), a file-stamped copy of a UCC-3 termination statement demonstrating that the UCC-1 financing statement filed with the Secretary of State of the State of Delaware, with U.C.C. Initial Filing No: 2019 8188208, listing SCENDIA BIOLOGICS, LLC as Debtor and JPMORGAN CHASE BANK, NA as Secured Party, has been terminated; and (f) Obligors shall make good faith efforts to deliver to Administrative Agent evidence of executed assignments reflecting the conveyance of ownership of certain patents from Precision Healing, Inc. to Precision Healing LLC (the “Precision Assignment”), and evidence of the filing receipt received from the USPTO for recording the Precision Assignment against the Precision Healing patents to correct USPTO ownership records for such patentsSection 5.12.

Post-Closing Items. Issuer agrees to: (a) Obligors shall deliver to Administrative Agent, not later than sixty Within twenty (6020) days after of the Closing First Purchase Date (or such later date as Purchaser Agent agrees in its sole discretion), Issuer shall have delivered to Purchaser Agent Control Agreements with respect to the Administrative Agent may agree): Collateral Accounts (i) an endorsement to each insurance policy of the Obligors providing liability coverage designating the Administrative Agent (and its successors and/or assigns) as an additional insured thereunder; (ii) an endorsement to each casualty insurance policy of the Obligors designating the Administrative Agent (and its successors and/or assigns) as lender’s loss payee and/or mortgagee (as applicable) thereunder; and (iii) an endorsement to each insurance policy of the Obligors pursuant to which the insurer agrees that it will give Administrative Agent thirty (30) days (or such lesser amount as Administrative Agent may agree or ten (10) days for cancellation due to nonpayment of premium) prior written notice before any such policy or policies shall be altered or canceledother than Excluded Accounts). (b) Obligors shall cause, not later than sixty Within thirty (6030) days after of the Closing First Purchase Date (or such later date as the Administrative Purchaser Agent may agreeagrees in its sole discretion), Pixalere Healthcare USA, LLC to become joined to this Agreement as a “Subsidiary Guarantor” hereunder, and Administrative Agent Issuer shall have received all joinder delivered to Purchaser Agent, in form and limited liability company authorization documents substance reasonably satisfactory to Purchaser Agent, a lender’s loss payable endorsement in the nature favor of those required by Section 6.01(e) with respect thereto, (the date on which such conditions are satisfied, the “Pixalere Joinder Date”);Purchaser Agent. (c) Obligors shall deliver to Administrative Agent, not later than Within ninety (90) days after of the Closing First Purchase Date, Issuer shall have used commercially reasonable efforts to deliver, in form and substance reasonably satisfactory to Purchaser Agent, Collateral Access Agreements in accordance with Section 6.10. (d) Within one hundred eighty (180) days of the First Purchase Date (or such later date as Administrative Purchaser Agent may agreeagrees in its sole discretion), duly executed control agreements enter into a subordination agreement in favor of Administrative form and substance satisfactory to Purchaser Agent for and the benefit of Purchasers in their sole discretion with respect to the Secured Parties for all Deposit AccountsIQVIA Agreement (such agreement, Securities Accounts and Commodity Accounts owned by the Obligors in the United States (other than any such account constituting an Excluded Account“IQVIA Subordination Agreement”);. (de) Notwithstanding anything to the contrary in the Security Agreement, within Within ninety (90) days after of the Closing First Purchase Date (or such later date as Administrative Purchaser Agent may agreeagrees in its sole discretion), enter into appropriate security documentation to provide Purchaser Agent with a first priority (subject to Permitted Priority Liens) (A) with respect to any location perfected security interest in all jurisdictions where Issuer maintains Collateral having a book value or Fair Market Value in excess of $500,000 is held, use commercially reasonable efforts to execute and deliver landlord consents with respect to real Property leased (as tenant) by each Obligor in the United States and (B) use commercially reasonable efforts to obtain a bailee waiver or other agreement from the lessor of each leased property, or bailee or consignee with respect to any warehouse, processor, converted facility or other location where Collateral in excess of $500,000 is stored or located at such individual location;1,000,000. (ef) Obligors shall deliver to Administrative Agent, not later than ten Within five (105) Business Days after of the Closing First Purchase Date (or such later date as Administrative Purchaser Agent may agreeagrees in its sole discretion), a file-stamped copy of a UCC-3 termination statement demonstrating that provide the UCC-1 financing statement filed with certificate(s) for the Secretary of State of the State of DelawareShares representing Equity Interests in Verastem Securities, with U.C.C. Initial Filing No: 2019 8188208, listing SCENDIA BIOLOGICS, LLC as Debtor and JPMORGAN CHASE BANK, NA as Secured Party, has been terminated; and (f) Obligors shall make good faith efforts to deliver to Administrative Agent evidence of executed assignments reflecting the conveyance of ownership of certain patents from Precision Healing, Inc. to Precision Healing LLC (the “Precision Assignment”), and evidence of the filing receipt received from the USPTO for recording the Precision Assignment against the Precision Healing patents to correct USPTO ownership records for such patentsduly endorsed in blank.

Post-Closing Items. (ai) Obligors shall deliver Within 30 days of the Closing Date, duly executed Control Agreements (or, with respect to Administrative any bank account of an Obligor located outside of the United States, other documentation satisfactory to Purchaser Agent in its sole discretion in order to provide Purchaser Agent with a first-priority perfected security interest in such account) in respect of each of the deposit accounts and securities accounts of each Obligor other than Excluded Accounts. (ii) Within 10 Business Days of the Closing Date, additional insured or lenders’ loss payee endorsements, as applicable, in each case in favor of Purchaser Agent and in form and substance satisfactory to Purchaser Agent with respect to all property and general liability insurance policies of the Obligors. (iii) Within 30 days of the Closing Date, a permanent record, in form reasonably satisfactory to Purchaser Agent, not later than sixty (60) days after of all documents and materials uploaded to the Data Room related to the transactions contemplated by this Agreement prior to the Closing Date (or e.g., a USB drive containing copies of such later date as the Administrative Agent may agree): (i) an endorsement to each insurance policy of the Obligors providing liability coverage designating the Administrative Agent (documents and its successors and/or assigns) as an additional insured thereunder; (ii) an endorsement to each casualty insurance policy of the Obligors designating the Administrative Agent (and its successors and/or assigns) as lender’s loss payee and/or mortgagee (as applicable) thereunder; and (iii) an endorsement to each insurance policy of the Obligors pursuant to which the insurer agrees that it will give Administrative Agent thirty (30) days (or such lesser amount as Administrative Agent may agree or ten (10) days for cancellation due to nonpayment of premium) prior written notice before any such policy or policies shall be altered or canceleddeliverables). (biv) Without limiting the application of Section 5.06(e), within 90 days of the Closing Date, the Obligors shall cause, not later than sixty (60) days after as of the Closing Date shall hold all of their cash and Cash Equivalents in bank accounts maintained at Globally Systemically Important Banks. (or such later date as v) For a period of at least 180 days following the Administrative Closing Date, the Company and its Subsidiaries shall use their commercially reasonable best efforts to deliver to Purchaser Agent may agree), Pixalere Healthcare USA, LLC a landlord waiver and collateral access agreement with regard to become joined to this Agreement as a “Subsidiary Guarantor” hereunder, and Administrative Agent shall have received all joinder and limited liability company authorization documents each of the Obligors’ locations set forth in the nature Perfection Certificate, except for the property located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. (vi) Within 90 days of those required by Section 6.01(e) with respect thereto, (the date on which such conditions are satisfiedClosing Date, the “Pixalere Joinder Date”); (c) Obligors Company and its Subsidiaries shall deliver to Administrative AgentPurchaser Agent a leasehold mortgage or deed of trust, not later than ninety (90) days after the Closing Date (or such later date as Administrative applicable, in form and substance reasonably satisfactory to Purchaser Agent may agree), duly executed control agreements in favor of Administrative the Purchaser Agent for the benefit of the Secured Parties for all Deposit AccountsPurchasers with respect to the properties listed on Schedule 2.03(c)(vi) to the Disclosure Letter; provided, Securities Accounts that such mortgages and Commodity Accounts owned by deeds of trust shall not (i) require the Obligors Company and its Subsidiaries to restate (or bringdown) the representations set forth in the United States Article 3 of this Agreement (other than any such account constituting an Excluded Account);representations and warranties customary for mortgages and deeds of trust) or (ii) include representations, covenants or conditions that conflict with or contravene the provisions of this Agreement. (dvii) Notwithstanding anything Within 180 days of the Closing Date, the Company shall sell for cash the corporate bonds and European bonds listed on Schedule 5.11(a)(v) to the contrary in the Security Agreement, within ninety (90) days after the Closing Date (or such later date as Administrative Agent may agree) (A) with respect to any location where Collateral in excess of $500,000 is held, use commercially reasonable efforts to execute and deliver landlord consents with respect to real Property leased (as tenant) by each Obligor in the United States and (B) use commercially reasonable efforts to obtain a bailee waiver or other agreement from the lessor of each leased property, or bailee or consignee with respect to any warehouse, processor, converted facility or other location where Collateral in excess of $500,000 is stored or located at such individual location; (e) Obligors shall deliver to Administrative Agent, not later than ten (10) Business Days after the Closing Date (or such later date as Administrative Agent may agree), a file-stamped copy of a UCC-3 termination statement demonstrating that the UCC-1 financing statement filed with the Secretary of State of the State of Delaware, with U.C.C. Initial Filing No: 2019 8188208, listing SCENDIA BIOLOGICS, LLC as Debtor and JPMORGAN CHASE BANK, NA as Secured Party, has been terminated; and (f) Obligors shall make good faith efforts to deliver to Administrative Agent evidence of executed assignments reflecting the conveyance of ownership of certain patents from Precision Healing, Inc. to Precision Healing LLC (the “Precision Assignment”), and evidence of the filing receipt received from the USPTO for recording the Precision Assignment against the Precision Healing patents to correct USPTO ownership records for such patentsDisclosure Letter.

Post-Closing Items. (a) Obligors shall deliver to Administrative Agent, not later than Within sixty (60) days after the Closing Date (Effective Date, or such later other date as the Administrative Agent may agree):in its sole discretion permit, Borrower shall cause Borrower Landlord to execute and deliver a Landlord Consent to Administrative Agent. (ib) an endorsement to each insurance policy of the Obligors providing liability coverage designating the Administrative Agent (and its successors and/or assigns) as an additional insured thereunder; (ii) an endorsement to each casualty insurance policy of the Obligors designating the Administrative Agent (and its successors and/or assigns) as lender’s loss payee and/or mortgagee (as applicable) thereunder; and (iii) an endorsement to each insurance policy of the Obligors pursuant to which the insurer agrees that it will give Administrative Agent Within thirty (30) days (after the Effective Date, or such lesser amount as Administrative Agent may agree or ten (10) days for cancellation due to nonpayment of premium) prior written notice before any such policy or policies shall be altered or canceled). (b) Obligors shall cause, not later than sixty (60) days after the Closing Date (or such later date as the Administrative Agent may agree), Pixalere Healthcare USA, LLC to become joined to this Agreement as a “Subsidiary Guarantor” hereunder, and Administrative Agent shall have received all joinder and limited liability company authorization documents in the nature of those required by Section 6.01(e) with respect thereto, (the date on which such conditions are satisfied, the “Pixalere Joinder Date”); (c) Obligors shall deliver to Administrative Agent, not later than ninety (90) days after the Closing Date (or such later other date as Administrative Agent may agree)in its sole discretion permit, Borrower shall deliver to Administrative Agent duly executed control agreements in favor of Administrative Agent for the benefit of the Secured Parties for all Deposit Accounts, Securities Accounts and Commodity Commodities Accounts owned by the Obligors in the United States (other than any such account constituting an Excluded Account); (d) Notwithstanding anything to the contrary Accounts, as defined in the Security Agreement); provided, however, that Borrower shall not be required to obtain control agreements for its Deposit Accounts at East West Bank as long as such accounts contain less than $250,000 in the aggregate and are closed within ninety sixty (9060) days after the Closing Date Effective Date. (c) Within sixty (60) days after the Effective Date, or such later other date as Administrative Agent may agree) (A) with respect to any location where Collateral in excess of $500,000 is heldits sole discretion permit, use commercially reasonable efforts to execute and deliver landlord consents with respect to real Property leased (as tenant) by each Obligor in the United States and (B) use commercially reasonable efforts to obtain a bailee waiver or other agreement from the lessor of each leased property, or bailee or consignee with respect to any warehouse, processor, converted facility or other location where Collateral in excess of $500,000 is stored or located at such individual location; (e) Obligors Borrower shall deliver to Administrative Agent, not later than ten Agent such foreign filings as the Lenders may require with respect to foreign Material Intellectual Property and evidence of filing thereof. (10d) Business Days Within thirty (30) days after the Closing Date (Effective Date, or such later other date as Administrative Agent may agree)in its sole discretion permit, Borrower shall enter into a file-stamped copy of a UCC-3 termination statement demonstrating that subordination agreement in form and substance reasonably acceptable to Administrative Agent and the UCC-1 financing statement filed Majority Lenders with the Secretary of State of the State of Delaware, with U.C.C. Initial Filing No: 2019 8188208, listing SCENDIA BIOLOGICSVulcan Inc. and Cougar Investment Holdings, LLC as Debtor (which form shall be no less favorable to Administrative Agent and JPMORGAN CHASE BANK, NA as Secured Party, has been terminated; andthe Lenders than the Vulcan Lien Subordination Agreement is to Oxford Finance LLC). (fe) Obligors Within sixty (60) days after the Effective Date, or such other date as Administrative Agent may in its sole discretion permit, Borrower shall make good faith efforts to deliver to Administrative Agent evidence duly executed and delivered copies of executed assignments reflecting the conveyance of ownership of certain patents from Precision Healing, Inc. such acknowledgement letters as are reasonably requested by Administrative Agent with respect to Precision Healing LLC (the “Precision Assignment”), and evidence Liens existing as of the filing receipt received from date of the USPTO for recording the Precision Assignment against the Precision Healing patents to correct USPTO ownership records for such patents.Agreement. 137168310 v21