Common use of Certain Post-Closing Obligations Clause in Contracts

Certain Post-Closing Obligations. (a) Execute and deliver the documents and complete the tasks set forth on Schedule 5.15, in each case within the time limits specified therein (or such longer period of time acceptable to the Administrative Agent). (b) The Collateral Agent shall receive from the applicable Loan Parties (x) within 120 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following the Closing Date, with respect to each Mortgaged Property designated by the Borrower in order to eliminate any Deficiency, and (y) in the case of Real Property acquired after the Closing Date and designated by the Borrower to be Perfected Mortgaged Property, within 120 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following such designation, in each case the following documents and instruments: (i) a Mortgage duly authorized and executed, in proper form for recording in the recording office of each jurisdiction where such Mortgaged Property to be encumbered thereby is situated, in favor of the Collateral Agent, for the benefit of the Secured Parties, together with such other instruments as shall be necessary or appropriate (in the reasonable judgment of the Administrative Agent) to create a Lien under applicable law, all of which shall be in form and substance reasonably satisfactory to Collateral Agent, which Mortgage and other instruments shall be effective to create and/or maintain a first priority Lien on such Mortgaged Property, as the case may be, subject to no Liens other than Permitted Liens and Permitted Encumbrances applicable to such Mortgaged Property; (ii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by a title insurer reasonably acceptable to the Administrative Agent, insuring the Mortgage to be a valid first and subsisting Lien on such Mortgaged Property, free and clear of all defects and encumbrances, other than Permitted Encumbrances; provided however that such title insurance policy may include such general mechanics’ lien exceptions as the title insurer(s) may require, so long as such title insurance policy does not include a title exception identifying any specifically recorded mechanics’ lien that does not constitute a Permitted Encumbrance; (iii) American Land Title Association/American Congress on Surveying and Mapping form plat of survey or such other form plat of survey as is reasonably acceptable to the Administrative Agent, for which all necessary fees (where applicable) have been paid, and dated no more than 90 days before (x) the Closing Date or (y) the date on which a Mortgage in respect thereof is required to be delivered hereby (or such other dates as shall be reasonably acceptable to the Administrative Agent), certified to the Administrative Agent and the issuer of the Mortgage Policy pertaining to such Mortgaged Property in

Certain Post-Closing Obligations. As promptly as practicable, but in any event within the respective time periods referred to below (or such later date as the Agent may agree), the Borrower shall: (a) Execute and deliver the documents and complete the tasks set forth on Schedule 5.15, in each case within the time limits specified therein thirty (or such longer period of time acceptable to the Administrative Agent). (b30) The Collateral Agent shall receive from the applicable Loan Parties (x) within 120 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following after the Closing Date, cause to be delivered to the Agent with respect to each Mortgaged Property designated by the Borrower in order to eliminate any Deficiency, and (y) in the case of such Real Property acquired after the Closing Date and designated by the Borrower to be Perfected Mortgaged Property, within 120 days B (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following such designation, in each case the following documents and instruments: (i) a Mortgage duly authorized and executedcase, in proper form for recording in the recording office of each jurisdiction where such Mortgaged Property to be encumbered thereby is situated, in favor of the Collateral Agent, for the benefit of the Secured Parties, together with such other instruments as shall be necessary or appropriate (in the reasonable judgment of the Administrative Agent) to create a Lien under applicable law, all of which shall be in form and substance reasonably satisfactory to Collateral the Agent, which Mortgage and other instruments shall be effective ): (i) an ALTA or Texas Society of Professional Surveyor’s survey of Real Property B certified to create and/or maintain a first priority Lien on such Mortgaged Property, as the case may be, subject to no Liens other than Permitted Liens and Permitted Encumbrances applicable to such Mortgaged PropertyAgent; (ii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy, with endorsements and in amounts zoning report or other evidence of zoning reasonably acceptable satisfactory to the Administrative Agent, issued by a title insurer reasonably acceptable to the Administrative Agent, insuring the Mortgage to be a valid first and subsisting Lien on such Mortgaged Property, free and clear of all defects and encumbrances, other than Permitted Encumbrances; provided however that such title insurance policy may include such general mechanics’ lien exceptions as the title insurer(s) may require, so long as such title insurance policy does not include a title exception identifying any specifically recorded mechanics’ lien that does not constitute a Permitted Encumbrance; (iii) American Land Title Association/American Congress on Surveying a duly executed Mortgage, along with a fixture filing, if applicable in such state; (iv) a lenders’ policy of title insurance with respect thereto, in form and Mapping form plat of survey substance, and with an insured amount, reasonably satisfactory to the Agent; (v) an Environmental Indemnity; (vi) existing construction plans and budgets for all Projects at Property B the Borrower expects to initiate or complete after the Closing Date; (vii) a legal opinion with respect to the Mortgage for Property B and the other documents referred to in Section 5.16(a)(iii) above, delivered by Borrower’s or such other Subsidiary’s counsel in the State in which Property B is located; (viii) a copy of the construction schedule and the construction contract(s) for Property B, and an assignment to the Agent of such construction contracts; (ix) an Aassignment of Cconstruction Ccontracts to Agent, together with consent(s) of design professionals to the Agent, including, including with respect to the architect, engineer and general contractor; (x) copies of any utility letters and/or verifications; (xi) copies of all permits and approvals required by any Governmental Authority having jurisdiction over the land where Property B is located; (xii) a Phase I environmental site assessment report, along with a reliance letter in favor of the Agent relating thereto; and (xiii) evidence as to whether Property B is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area” (or a similar designation) and, if it is, evidence that Borrower has obtained, with insurance companies as are reasonably satisfactory to Agent, such flood insurance in such reasonable total amount as the Agent may reasonably require, and otherwise sufficient to comply with all applicable rules and regulations relating to flood insurance, in form plat of survey as is and substance reasonably acceptable to the Administrative Agent, for which all necessary fees . (where applicableb) have been paid, and dated no more than 90 within sixty (60) days before (x) after the Closing Date or (y) the date on which a Mortgage in respect thereof is required Date, cause to be delivered hereby to the Agent a Control Agreement (or such other dates as shall be reasonably acceptable an amendment to the Administrative Agent)existing Control Agreement) with respect to each of the accounts of the Loan Parties maintained at Bank of America, certified N.A., other than Excluded Deposit Accounts, to the Administrative Agent and the issuer of the Mortgage Policy pertaining to extent any such Mortgaged Property inaccounts (other than Excluded Deposit Accounts) are not covered by an existing Control Agreement.

Certain Post-Closing Obligations. (a) Execute and deliver the documents and complete the tasks set forth on Schedule 5.15, in each case within the time limits specified therein (or such longer period of time acceptable to the Administrative Agent). (b) The Collateral Agent shall receive from the applicable Loan Parties (x) within 120 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following the Closing Date, with respect to each Mortgaged Property designated by the Borrower in order to eliminate any Deficiency, and (y) in the case of Real Property acquired after the Closing Date and designated by the Borrower to be Perfected Mortgaged Property, within 120 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following such designation, in each case the following documents and instruments: (i) a Mortgage duly authorized and executed, in proper form for recording in the recording office of each jurisdiction where such Mortgaged Property to be encumbered thereby is situated, in favor of the Collateral Agent, for the benefit of the Secured Parties, together with such other instruments as shall be necessary or appropriate (in the reasonable judgment of the Administrative Agent) to create a Lien under applicable law, all of which shall be in form and substance reasonably satisfactory to Collateral Agent, which Mortgage and other instruments shall be effective to create and/or maintain a first priority Lien on such Mortgaged Property, as the case may be, subject to no Liens other than Permitted Liens and Permitted Encumbrances applicable to such Mortgaged Property; (ii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by a title insurer reasonably acceptable to the Administrative Agent, insuring the Mortgage to be a valid first and subsisting Lien on such Mortgaged Property, free and clear of all defects and encumbrances, other than Permitted Encumbrances; provided however that such title insurance policy may include such general mechanics’ lien exceptions as the title insurer(s) may require, so long as such title insurance policy does not include a title exception identifying any specifically recorded mechanics’ lien that does not constitute a Permitted Encumbrance; (iii) American Land Title Association/American Congress on Surveying and Mapping form plat of survey or such other form plat of survey as is reasonably acceptable to the Administrative Agent, for which all necessary fees (where applicable) have been paid, and dated no more than 90 days before (x) the Closing Date or (y) the date on which a Mortgage in respect thereof is required to be delivered hereby (or such other dates as shall be reasonably acceptable to the Administrative Agent), certified to the Administrative Agent and the issuer of the Mortgage Policy pertaining to such Mortgaged Property inin a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the State in which the Mortgaged Property is located and reasonably acceptable to the Administrative Agent, showing all buildings and other improvements, the location of any easements, parking areas, rights of way, building set-back lines and other dimensional regulations located on or encumbering such Mortgaged Property, and the absence of encroachments, either by such improvements or on to such property, and other defects, in each case, other than (a) Permitted Encumbrances and (b) encroachments and other defects reasonably acceptable to the Administrative Agent; (iv) as to any Mortgaged Property that is Leased Real Property, a copy of the ground lease between the lessor and the applicable Loan Party, including all amendments thereto, and, unless waived by the Administrative Agent in its sole discretion, (a) an estoppel certificate, and (b) if required by the applicable lease, a consent to the Mortgage encumbering the leasehold interest in such Mortgaged Property, in each case executed by the lessor of such Mortgaged Property, in form and substance contemplated by the provisions of the applicable lease, or as otherwise acceptable to the Administrative Agent; (v) if required under the law of the State in which the Mortgaged Property is located in order to perfect a security interest in fixtures, a UCC fixture filing naming the applicable Loan Party as debtor, filed in the applicable land records; (vi) to the extent available from the applicable governmental authority with respect to such jurisdiction, a property zoning report from a zoning consultant acceptable to the Administrative Agent or a zoning letter from the applicable governmental authority, dated no more than 90 days before (x) the Closing Date or (y) the date on which a Mortgage in respect thereof is required to be delivered hereby (or such other date as shall be reasonably acceptable to the Administrative Agent), confirming the zoning classification of the Mortgaged Property and that such classification permits the then current use of and improvements on the Mortgaged Property and otherwise in form and substance reasonably acceptable to the Administrative Agent; (vii) policies or certificates of insurance of the type required by Section 5.02; (viii) evidence of flood insurance required by Section 5.02(c), in form and substance reasonably satisfactory to Administrative Agent, it being understood that in any event the items required pursuant to this clause (viii) shall be required to be delivered prior to or on the day on which Mortgages are delivered pursuant to clause (i) above with respect to each Mortgaged Property; (ix) all such other items as shall be reasonably requested by the Administrative Agent to create a valid and perfected first priority mortgage Lien on such Mortgaged Property, including all fixtures, subject only to Permitted Encumbrances and Permitted Liens; and (x) opinions of local counsel for the Loan Parties in states in which the Mortgaged Properties are located, with respect to the enforceability and validity of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Administrative Agent. (c) Notwithstanding the provisions of this Section 5.15 or any other provision of this Agreement to the contrary, (i) if Borrower elects to designate any Real Property as a Mortgaged Property, and in the event that the expense to the Loan Parties (including, without limitation, attorneys’ fees) of satisfying one or more of the obligations and requirements described in Section 5.15(b)(ii) and/or (iii) is overly burdensome or expensive, or outweighs the incremental security or other benefit that would be conferred upon the Secured Parties if such obligations or requirements were satisfied with respect to the applicable Mortgaged Property or Mortgaged Properties, in each case as determined by the Administrative Agent in its reasonable discretion, then the Loan Parties shall not be required to perform or fulfill such obligations or requirements with respect to the applicable Mortgaged Property or Mortgaged Properties and (ii) in no event shall any Loan Party be required to satisfy the obligations or requirements described in Section 5.15(b)(ii), (iii), (iv), (v) and/or (vi) for Mortgaged Properties constituting Pipeline Systems or Pipeline Real Property. (d) Within three (3) weeks (or such longer period of time acceptable to the Administrative Agent in its sole discretion) immediately following the Closing Date, the Administrative Agent shall have received an Appraisal Report dated no more than thirty (30) days before such date. (e) Within 60 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) immediately following the Closing Date, the Administrative Agent shall have received (i) Phase I report (dated no more than thirty (30) days before such date and in form and substance satisfactory to the Administrative Agent) for the properties located in Baton Rouge, Galveston, and Weirton and (ii) a reliance letter from the Phase I consultants granting reliance to Administrative Agent and Lenders with the Phase Is, environmental compliance audits and reliance letters , each in form and substance reasonably satisfactory to the Administrative Agent.

Certain Post-Closing Obligations. (a) Execute As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 (or such later date as the Administrative Agent reasonably agrees to in writing), including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Borrower and each Loan Party, as applicable, shall deliver the documents and complete or take the tasks set forth actions specified on Schedule 5.155.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case within except to the time limits specified therein extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of “Collateral and Guarantee Requirement”; and (b) No later than 120 days following the Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), Holdings and the Borrower shall cause Material Real Property to be subjected to a Lien (subject to Liens permitted hereunder) to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (e) of time acceptable the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent). (b) The , the Collateral Agent shall receive from and the applicable other Secured Parties, of local counsel for the Loan Parties (x) within 120 days (or in each jurisdiction where a Mortgaged Property is located, regarding the enforceability of each such longer period of time acceptable to Mortgage and such other matters as may be reasonably requested by the Administrative Agent in its sole discretion) following the Closing Date, with respect to each Mortgaged Property designated by the Borrower in order to eliminate any Deficiency, and (y) in the case of Real Property acquired after the Closing Date and designated by the Borrower to be Perfected Mortgaged Property, within 120 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following such designation, in each case the following documents and instruments: (i) a Mortgage duly authorized and executed, in proper form for recording in the recording office of each jurisdiction where such Mortgaged Property to be encumbered thereby is situated, in favor of the Collateral Agent, for the benefit of the Secured Parties, together with and each such other instruments as shall be necessary or appropriate (in the reasonable judgment of the Administrative Agent) to create a Lien under applicable law, all of which local counsel opinion shall be in form and substance reasonably satisfactory to Collateral Agent, which Mortgage and other instruments shall be effective to create and/or maintain a first priority Lien on such Mortgaged Property, as the case may be, subject to no Liens other than Permitted Liens and Permitted Encumbrances applicable to such Mortgaged Property; (ii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy, with endorsements and in amounts reasonably acceptable to the Administrative Agent; provided, issued by a title insurer reasonably acceptable however, that, following Holdings and the Borrower’s satisfaction of such requirements, neither Holdings nor the Borrower shall be required to repeat, or cause any Loan Party to repeat, any such actions in the Administrative Agent, insuring the Mortgage event that any Mortgaged Property is transferred to be a valid first and subsisting Lien on such Mortgaged Property, free and clear of all defects and encumbrances, other than Permitted Encumbrances; provided however that such title insurance policy may include such general mechanics’ lien exceptions as the title insurer(s) may requireanother Loan Party, so long as such title insurance policy does not include Mortgaged Property remains subject to a title exception identifying any specifically perfected or recorded mechanics’ lien that does not constitute a Permitted Encumbrance;Lien as required by this Section 5.14(b). (iiic) American Land Title Association/American Congress Each Loan Party shall enter into, and shall cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements with respect to each deposit, securities, commodity or similar account (other than Excluded Accounts) maintained by such Loan Party; provided that each such Loan Party shall have until, (i) with respect to any such accounts of the Loan Parties existing on Surveying and Mapping form plat of survey the Effective Date, the date specified in Schedule 5.14 (or such other form plat of survey later date as is reasonably acceptable to the Administrative AgentAgent reasonably agrees to in writing) and (ii) with respect to any such accounts opened or acquired by any Loan Party following the Effective Date, for which all necessary fees (where applicable) have been paid, and dated no more than the date that is 90 days before (x) the Closing Date or (y) following the date on which a Mortgage such account is opened or acquired, in respect thereof is required each case, to be delivered hereby (or such other dates as shall be reasonably acceptable to comply with the Administrative Agentprovisions of this Section 5.14(c), certified to the Administrative Agent and the issuer of the Mortgage Policy pertaining to such Mortgaged Property in.

Certain Post-Closing Obligations. (a) Execute Borrower shall design and deliver implement the documents and complete the tasks set forth on Schedule 5.15, in each case within the time limits Feedstock Execution Plan as specified therein (or and provide evidence of such longer period of time acceptable implementation reasonably satisfactory to the Administrative Agent). (b) Borrower shall cause GCE Operating to implement the Executive Hiring Plan as specified therein and provide evidence of such implementation reasonably satisfactory to the Administrative Agent. (c) Borrower shall complete the Rail Development Milestones as specified therein and provide evidence of such completed milestones reasonably satisfactory to the Administrative Agent. (d) Borrower shall complete the Gas Supply Commercial Milestones as specified therein and provide evidence of such completed milestones reasonably satisfactory to the Administrative Agent. (e) Borrower shall complete the Environmental and Permitting Milestones as specified therein and provide evidence of such completed milestones reasonably satisfactory to the Administrative Agent. (f) Borrower shall use commercially reasonable efforts to enter into a Permitted Working Capital Facility within three hundred sixty-five (365) days following the Closing Date. (g) Borrower shall enter into a product marketing agreement or an offtake agreement with ExxonMobil, in a form reasonably satisfactory to the Administrative Agent within two hundred forty (240) days following the Closing Date. (h) Borrower shall enter into a franchise agreement with the County of ▇▇▇▇, in a form reasonably satisfactory to the Administrative Agent within ninety (90) days following the Tranche A Funding Date. 87 Bakersfield Refinery – Senior Credit Agreement (i) Borrower shall use commercially reasonable efforts to obtain a Consent to Collateral Assignment in respect of the Industrial Track Agreement by the date that is ninety (90) days following the Closing Date. (j) The Collateral Agent shall receive have received the certificates representing the shares of Capital Stock of Holdings, Borrower and the Project Company pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly Authorized Representative of the Holdings, Borrower or the Project Company, as applicable, within thirty (30) days following the Tranche A Funding Date. (k) Borrower shall deliver to Administrative Agent evidence from the applicable Loan Parties CA Secretary of State of filing of the CA Foreign Qualification upon receipt, but in any event within forty-five (x45) within 120 days after the Tranche A Funding Date (or such longer period of time acceptable to as extended by the Administrative Agent in its sole reasonable discretion). (l) following Borrower shall enter into agreements with each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and Noah Verleun, in forms reasonably satisfactory to the Closing DateAdministrative Agent, with respect prior to each Mortgaged Property designated the Tranche A Funding Date that restrict the Disposition by such Persons of any Capital Stock in Sponsor or any of its Subsidiaries prior to the date on which the Class B MOIC (as defined in the HoldCo Borrower LLC Agreement in order effect as of the date hereof) is at least 1.33x; unless (x) such Disposition is for estate planning purposes to eliminate any Deficiency, an entity that is and remains controlled by such person or (y) all of the cash proceeds from any such Dispositions are used to pay costs and expenses (specifically including amounts needed to purchase any Capital Stock or to cover any resultant tax liabilities) incurred in connection with the case exercise of Real Property acquired after the Closing Date options to purchase Capital Stock. The foregoing restrictions in such agreements shall apply for so long as each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and designated ▇▇▇▇ Verleun, respectively, remain employed by the Sponsor or any of its Subsidiaries and shall continue following any separation of such Persons from the Sponsor or any of its Subsidiaries. Following the execution of the foregoing agreements, the Borrower shall use all commercially reasonable efforts to be Perfected Mortgaged Propertypromptly enforce the terms of such agreements and pursue all available rights and remedies following any breach thereof by either counterparty. (m) The Borrower shall, within 120 ninety (90) days (or such longer period of time acceptable to following the Administrative Agent in its sole discretion) following such designationTranche A Funding Date, amend the ARB EPC Agreement as follows, in each case the following documents and instruments: (i) a Mortgage duly authorized and executedcase, in proper form for recording in the recording office of each jurisdiction where such Mortgaged Property pursuant to be encumbered thereby is situated, in favor of the Collateral Agent, for the benefit of the Secured Parties, together with such other instruments as shall be necessary an amendment or appropriate (in the reasonable judgment of the Administrative Agent) to create a Lien under applicable law, all of which shall be Change Order in form and substance reasonably satisfactory to Collateral Agentthe Administrative Agent (in consultation with the Independent Engineer): (i) to add to the scope of work the design, which Mortgage procurement, delivery and other instruments shall be effective installation of a membrane separation unit related to create and/or maintain a first priority Lien on such Mortgaged Property, as hydrogen production at the case may be, subject to no Liens other than Permitted Liens and Permitted Encumbrances applicable to such Mortgaged PropertyProject; (ii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy, with endorsements and in amounts reasonably acceptable to add Compressor 15 (C-15) into the Administrative Agent, issued by a title insurer reasonably acceptable to the Administrative Agent, insuring the Mortgage to be a valid first and subsisting Lien on such Mortgaged Property, free and clear of all defects and encumbrances, other than Permitted Encumbrances; provided however that such title insurance policy may include such general mechanics’ lien exceptions as the title insurer(s) may require, so long as such title insurance policy does not include a title exception identifying any specifically recorded mechanics’ lien that does not constitute a Permitted Encumbranceoverall process; (iii) American Land Title Association/American Congress on Surveying to add to the scope of work the inspection and Mapping form plat either refurbishment of survey existing desulfurizers or installation of new purge-gas pre-treatment systems (also known as an ‘iron-sponge’); and (iv) if reasonably expected to be required to meet the Significant Milestones, to add to the scope of work the design, procurement, delivery, and installation of any free-standing structure to support platforms around the Reactors; 88 Bakersfield Refinery – Senior Credit Agreement provided, that one or more of the foregoing shall not be required if TechnipFMC (or the engineer of record working under the ARB EPC Agreement) and the Administrative Agent (at the direction of the Independent Engineer) mutually determine that any such other form plat of survey as is reasonably acceptable items are not necessary to achieve Substantial Completion by the Date Certain. (n) The Borrower shall, within sixty (60) days following the Closing Date, deliver an updated construction budget to the Administrative AgentAgent (the “Updated Construction Budget”), for in a form reasonably satisfactory to the Required Lenders, which all necessary fees Updated Construction Budget shall demonstrate a total specified contingency of at least $5,000,000; provided that, if the Borrower fails to deliver such Updated Construction Budget satisfying the foregoing requirements, then the Borrower shall use best efforts to, within two hundred forty (where applicable240) have been paiddays following the Closing Date, and dated no more cause Equity Contributions to be deposited into the Revenue Account in an amount equal to or greater than 90 days before the positive difference between (x) the Closing Date or $5,000,000 and (y) the date on which a Mortgage contingency specified in respect thereof is required to be delivered hereby the Updated Construction Budget (or such other dates as requirements in this proviso, the “Equity Contribution Requirement”). Notwithstanding the foregoing, the parties agree that no Default shall be reasonably acceptable have occurred under this Section 5.25(n) prior to the Administrative Agent), certified date which the Borrower has failed to satisfy the Administrative Agent and the issuer of the Mortgage Policy pertaining to such Mortgaged Property inEquity Contribution Requirement.

Certain Post-Closing Obligations. (a) Execute Prior to the first Credit Date, Company shall have used reasonable efforts to obtain a consent to the collateral assignment to Collateral Agent and deliver the documents and complete the tasks set forth Lenders of rights existing under all Material Contracts listed on Schedule 5.155.15(a), such consent in each case within the time limits specified therein (or such longer period of time acceptable form and substance reasonably ---------------- satisfactory to the Syndication Agent and Administrative Agent). (b) The Collateral Agent shall receive from the applicable Loan Parties (x) within 120 days (or such longer period of time acceptable Prior to the Administrative Agent in its sole discretion) following the Closing first Credit Date, with respect Company shall have used reasonable efforts to obtain from each Mortgaged Property designated by the Borrower in order to eliminate any Deficiency, and (yPerson identified on Schedule 5.15(b) in the case of Real Property acquired after the Closing Date and designated by the Borrower to be Perfected Mortgaged Property, within 120 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following such designation, in each case the following documents and instruments: (i) a Mortgage duly authorized and executed, in proper form for recording in the recording office of each jurisdiction where such Mortgaged Property to be encumbered thereby is situated, an ---------------- acknowledgment letter in favor of the Collateral Agent, for the benefit of the Secured PartiesLenders, together with such other instruments as shall be necessary or appropriate (in the form of Exhibit L with respect to each corresponding agreement listed on --------- such Schedule 5.15(b). ---------------- (c) Company shall use reasonable judgment efforts to obtain, and in any event prior to any Credit Date shall have obtained, a Landlord Personal Property Collateral Access Agreement in respect of each Leasehold Property in which Collateral financed with the Administrative Agent) proceeds of Loans made on such Credit Date is or is to create a Lien under applicable law, all be located (other than those in respect of which such has already been delivered prior to the Closing Date pursuant to Section 3.1(g)(vi)). Each Credit Party shall be at all times take all actions necessary to ensure that all Collateral at any Leasehold Property is subject to a Landlord Personal Property Collateral Access Agreement (with any modifications, amendments or waivers thereof as the Syndication Agent and Administrative Agent shall, in their sole discretion, approve). (d) Prior to the first Credit Date, Holdings shall have either (i) repaid all Indebtedness and discharged and terminated all obligations of any nature under the NTFC Agreement or (ii) executed an amendment agreement to the NTFC Agreement and procured the entry into of an intercreditor agreement by NTFC Capital Corporation and the Collateral Agent each in form and substance reasonably satisfactory to Collateral Agentthe Syndication Agent and Administrative Agent and have demonstrated to their reasonable satisfaction that Holdings will be in pro forma compliance with the financial covenants thereunder through maturity of the NTFC Agreement. (e) Within 30 days after the Closing Date, which Mortgage and other instruments in any event prior to the first Credit Date (i) Company shall be effective to create and/or maintain have established Equipment Subsidiary as a first priority Lien on such Mortgaged Propertydirect Wholly-Owned Subsidiary of Company, as the case may be, subject to no Liens other than Permitted Liens and Permitted Encumbrances applicable to such Mortgaged Property; (ii) Equipment Subsidiary shall have become a fully paid American Land Title Association Lender’s Extended Coverage title insurance policyGuarantor hereunder by the execution of a Counterpart Agreement and have taken all such action and executed and delivered, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by a title insurer reasonably acceptable to the Administrative Agent, insuring the Mortgage or caused to be a valid first executed and subsisting Lien on delivered, all such Mortgaged Propertydocuments, free instruments, agreements, and clear of all defects certificates similar to these described in Sections 3.1 (b), 3.1 (f) and encumbrances3.1 (l), other than Permitted Encumbrances; provided however that such title insurance policy may include such general mechanics’ lien exceptions as the title insurer(s) may require, so long as such title insurance policy does not include a title exception identifying any specifically recorded mechanics’ lien that does not constitute a Permitted Encumbrance; and (iii) American Land Title Association/American Congress on Surveying Equipment Subsidiary shall have become a Grantor under the Subsidiary Pledge and Mapping Security Agreement by the execution of a Pledge Supplement substantially in the form plat of survey or such other form plat of survey as is reasonably acceptable Exhibit A to the Master Pledge and Security Agreement and have taken all such action and executed and delivered, or caused to be executed and delivered, all such documents, instruments, agreements, and certificates similar to these described in Sections 3.1 (b), 3.1 (f) and 3.1 (l). (f) Prior to the first Credit Date, Holdings shall procure the capitalization of all outstanding intercompany Indebtedness owed to it by any of its Subsidiaries on terms reasonable satisfactory to the Syndication Agent and Administrative Agent. (g) Prior to the first Credit Date, for which Holdings shall make capital contributions to Company and ensure that as of the first Credit Date, Cash Equivalents of Holdings shall not exceed $100,000,000. At all necessary fees (where applicable) have been paid, and dated no more than 90 days before (x) times following the Closing Date or (y) the date on which a Mortgage in respect thereof is required Date, Holdings shall make capital contributions to be delivered hereby (or such other dates as shall be reasonably acceptable to the Administrative Agent), certified to the Administrative Agent and the issuer Company of the Mortgage Policy pertaining cash proceeds (any such proceeds, net of underwriting discounts and commissions, arranger fees and other reasonable costs, legal fees and expenses) from the issuance of all (i) equity securities of Holdings other than issuances to such Mortgaged Property indirectors, officers or employees or otherwise in connection with employee benefit arrangements and (ii) debt securities and borrowings other than Indebtedness incurred pursuant to Sections 6.1(h) and 6.1

Certain Post-Closing Obligations. (a) Execute Company shall use reasonable efforts to obtain, and deliver in any event prior to any Credit Date shall have obtained, a Landlord Personal Property Collateral Access Agreement in respect of each Leasehold Property in which Collateral financed with the documents proceeds of Loans made on such Credit Date is or is to be located (other than those in respect of which such has already been delivered prior to the Effective Date pursuant to the Existing Credit Agreement). Each Credit Party shall at all times take all actions necessary to ensure that all Collateral at any Leasehold Property is subject to and complete specifically covered by a Landlord Personal Property Collateral Access Agreement (with any modifications, amendments or waivers thereof as the tasks set forth on Schedule 5.15Syndication Agent and Administrative Agent shall, in each case within their sole discretion, approve subject to the time limits specified therein (remaining provisions of this Section) between Holdings or its relevant Domestic Subsidiary and the then current landlord of such longer period Leasehold Property. Following the Effective Date, the Administrative Agent shall give its approval for any Landlord Personal Property Collateral Access Agreement in respect of time acceptable any Leasehold Property occupied by Holdings or any of its Domestic Subsidiaries as of the Effective Date and delivered to the Administrative Agent). (b) The Agent for execution which is in the standard form exhibited to this Agreement, PROVIDED that a Landlord Personal Property Collateral Agent Access Agreement shall receive from the applicable Loan Parties (x) within 120 days (or such longer period of time also be acceptable to the Administrative Agent in its the event that (i) it deviates from such standard form only to provide for any of (1) delivery of all requisite notices to the Collateral Agent and/or to CT Corporation (with an agreement of CT Corporation to forward same to Collateral Agent by overnight mail immediately upon receipt) including satisfactory notice prior to any termination of any relevant lease, (2) at least 30 days access by the Collateral Agent to remove the Collateral (an initial 15 day period renewable for a further 15 days, with the requirement to pay base rent and additional charges (on a non-holdover basis) payable under the applicable lease on a pro rated basis in respect of the second such period being acceptable) and (3) such other amendments or modifications as may be approved by 89 the Administrative Agent and the Syndication Agent in their sole discretion; and (ii) Holdings shall have deposited into the Collateral Access Deposit Account an amount equal to 200% of the aggregate of the monthly base rent and other regular monthly charges payable under the applicable lease (the "COLLATERAL ACCESS DEPOSIT") in respect of each such Landlord Personal Property Collateral Access Agreement which contains deviations from the standard form exhibited to this Agreement which are permitted under clause (i) above. The proceeds of the Collateral Access Deposit Account shall be held in accordance with the terms of the Collateral Access Deposit Agreement but shall be used only (i) to indemnify the Administrative Agent in respect of costs and expenses incurred by it in enforcing or protecting its security interests in Collateral, or (ii) to the extent permitted by the Holdings Senior Notes, following the Closing occurrence and during the continuance of an Event of Default, in discharging the Obligations. The unused balance, if any, in the Collateral Access Deposit Account shall be refunded to the Holdings upon final repayment of all Obligations. On the Effective Date and on each anniversary of the Effective Date, with Holdings or Company shall make an additional payment into the Collateral Access Deposit Account equal to the greater of (i) zero and (ii) the difference between (x) 200% of the aggregate total of the one month base rents and other regular monthly charges then payable in relation to all Leasehold Properties in respect to each Mortgaged Property designated by the Borrower in order to eliminate any Deficiencyof which Collateral Access Deposits have been made, and (y) the aggregate balance of the Collateral Access Deposit Account. It is hereby agreed that references in this Section 5.15(a) to "monthly base rent and other regular monthly charges payable" shall, in calculating the amount of any Collateral Access Deposit or any additional payment with respect thereto, be construed as being the greater of (i) such sums as are provided for in the case of Real Property acquired after the Closing Date and designated relevant lease to be paid by the Borrower lessee, or (ii) such corresponding sums as are provided for in the relevant lease or the relevant Landlord Personal Property Collateral Access Agreement to be Perfected Mortgaged Propertypaid by the Collateral Agent (re-calculated if necessary on a monthly basis). Within 15 Business Days of the Effective Date, within 120 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following such designation, in each case the following documents and instruments: Company shall deliver (i) a Mortgage duly authorized and executednotice to each landlord (and, in proper form for recording CT Corporation, if such entity is named as the recipient of notices in the recording office relevant Landlord Personal Property Collateral Access Agreement or the applicable lease) with which a Landlord Personal Property Collateral Access Agreement is in place, notifying such landlord (and, if applicable, CT Corporation) of each jurisdiction where the change of Collateral Agent on the Effective Date and advising of the new notice address of such Mortgaged successor Collateral Agent and (ii) a duly executed Landlord Personal Property Collateral Access Agreement with respect to be encumbered thereby is situatedthe Company's Leasehold Property at Concord, CA. (b) At all times following the Effective Date, Holdings shall immediately make capital contributions to Company in amount by which the aggregate amount of Cash and Cash Equivalents at any time held by Holdings (including for the avoidance of doubt, the proceeds of the Effective Date Transactions) exceeds $100,000,000. Holdings shall ensure at all times that all Cash and Cash Equivalents held by it are subject to a valid and perfected First Priority security interest in favor of the Collateral Agent, Agent for the benefit of the Secured Parties, together with such other instruments as shall be necessary or appropriate (in the reasonable judgment of the Administrative Agent) to create a Lien under applicable law, all of which shall be in form and substance reasonably satisfactory to Collateral Agent, which Mortgage and other instruments shall be effective to create and/or maintain a first priority Lien on such Mortgaged Property, as the case may beSenior Lenders and, subject to no Liens the provisions of Section 7A, the Holdings Term Loan Lenders. Company and each other than Permitted Liens Credit Party shall at all times ensure that all Cash and Permitted Encumbrances applicable to such Mortgaged Property; (ii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policyCash Equivalents held by it are, with endorsements and in amounts reasonably acceptable to the Administrative Agentextent permitted by the Holdings Senior Notes, issued by subject to a title insurer reasonably acceptable valid and perfected First Priority security interest in favor of the Collateral Agent for the benefit of the Senior Lenders and, subject to the Administrative Agentprovisions of Section 7A, insuring the Mortgage to be a valid first and subsisting Lien on such Mortgaged Property, free and clear of all defects and encumbrances, other than Permitted EncumbrancesHoldings Term Loan Lenders; provided however that such title insurance policy may include such general mechanics’ lien exceptions as that, notwithstanding the title insurer(s) may require90 foregoing, so long as such title insurance policy does Cash and Cash Equivalent of up to $1,000,000 held in any one account and up to $3,000,000 in aggregate for all Credit Parties shall not include a title exception identifying any specifically recorded mechanics’ lien that does not constitute a Permitted Encumbrance; (iii) American Land Title Association/American Congress on Surveying and Mapping form plat of survey or such other form plat of survey as is reasonably acceptable to the Administrative Agent, for which all necessary fees (where applicable) have been paid, and dated no more than 90 days before (x) the Closing Date or (y) the date on which a Mortgage in respect thereof is be required to be delivered hereby subject to such security interests. (c) On or such other dates as shall be reasonably acceptable prior to the Administrative Agent)Effective Date, certified Holdings shall have made a Collateral Access Deposit with respect to the Leasehold Property at ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇. Within 30 Business Days of the Effective Date, Company shall obtain and deliver to the Administrative Agent and the issuer of the Mortgage Policy pertaining a Landlord Personal Property Collateral Access Agreement with respect to such Mortgaged Property inLeasehold Property. Subject to the timely compliance with this Section 5.15(c), Senior Lenders hereby waive any Default or Event of Default which shall have occurred and be continuing with respect to the Company's failure to comply with the requirements of this Agreement or the Existing Credit Agreement in connection with such Leasehold Property.

Certain Post-Closing Obligations. (a) Execute Prior to the first Credit Date, Company shall have used reasonable efforts to obtain a consent to the collateral assignment to Collateral Agent and deliver the documents and complete the tasks set forth Lenders of rights existing under all Material Contracts listed on Schedule 5.155.15(a), such consent in each case within the time limits specified therein (or such longer period of time acceptable form and ---------------- substance reasonably satisfactory to the Syndication Agent and Administrative Agent). (b) The Collateral Agent shall receive from the applicable Loan Parties (x) within 120 days (or such longer period of time acceptable Prior to the Administrative Agent in its sole discretion) following the Closing first Credit Date, with respect Company shall have used reasonable efforts to obtain from each Mortgaged Property designated by the Borrower in order to eliminate any Deficiency, and (yPerson identified on Schedule 5.15(b) in the case of Real Property acquired after the Closing Date and designated by the Borrower to be Perfected Mortgaged Property, within 120 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following such designation, in each case the following documents and instruments: (i) a Mortgage duly authorized and executed, in proper form for recording in the recording office of each jurisdiction where such Mortgaged Property to be encumbered thereby is situated, an ---------------- acknowledgment letter in favor of the Collateral Agent, for the benefit of the Secured PartiesLenders, together with such other instruments as shall be necessary or appropriate (in the form of Exhibit L with respect to each corresponding agreement listed on --------- such Schedule 5.15(b). ---------------- (c) Company shall use reasonable judgment efforts to obtain, and in any event prior to any Credit Date shall have obtained, a Landlord Personal Property Collateral Access Agreement in respect of each Leasehold Property in which Collateral financed with the Administrative Agent) proceeds of Loans made on such Credit Date is or is to create a Lien under applicable law, all be located (other than those in respect of which such has already been delivered prior to the Closing Date pursuant to Section 3.1(g)(vi)). Each Credit Party shall be at all times take all actions necessary to ensure that all Collateral at any Leasehold Property is subject to a Landlord Personal Property Collateral Access Agreement (with any modifications, amendments or waivers thereof as the Syndication Agent and Administrative Agent shall, in their sole discretion, approve). (d) Prior to the first Credit Date, Holdings shall have either (i) repaid all Indebtedness and discharged and terminated all obligations of any nature under the NTFC Agreement or (ii) executed an amendment agreement to the NTFC Agreement and procured the entry into of an intercreditor agreement by NTFC Capital Corporation and the Collateral Agent each in form and substance reasonably satisfactory to Collateral Agentthe Syndication Agent and Administrative Agent and have demonstrated to their reasonable satisfaction that Holdings will be in pro forma compliance with the financial covenants thereunder through maturity of the NTFC Agreement. (e) Within 30 days after the Closing Date, which Mortgage and other instruments in any event prior to the first Credit Date (i) Company shall be effective to create and/or maintain have established Equipment Subsidiary as a first priority Lien on such Mortgaged Propertydirect Wholly-Owned Subsidiary of Company, as the case may be, subject to no Liens other than Permitted Liens and Permitted Encumbrances applicable to such Mortgaged Property; (ii) Equipment Subsidiary shall have become a fully paid American Land Title Association Lender’s Extended Coverage title insurance policyGuarantor hereunder by the execution of a Counterpart Agreement and have taken all such action and executed and delivered, with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued by a title insurer reasonably acceptable to the Administrative Agent, insuring the Mortgage or caused to be a valid first executed and subsisting Lien on delivered, all such Mortgaged Propertydocuments, free instruments, agreements, and clear of all defects certificates similar to these described in Sections 3.1 (b), 3.1 (f) and encumbrances3.1 (l), other than Permitted Encumbrances; provided however that such title insurance policy may include such general mechanics’ lien exceptions as the title insurer(s) may require, so long as such title insurance policy does not include a title exception identifying any specifically recorded mechanics’ lien that does not constitute a Permitted Encumbrance; and (iii) American Land Title Association/American Congress on Surveying Equipment Subsidiary shall have become a Grantor under the Subsidiary Pledge and Mapping Security Agreement by the execution of a Pledge Supplement substantially in the form plat of survey or such other form plat of survey as is reasonably acceptable Exhibit A to the Master Pledge and Security Agreement and have taken all such action and executed and delivered, or caused to be executed and delivered, all such documents, instruments, agreements, and certificates similar to these described in Sections 3.1 (b), 3.1 (f) and 3.1 (l). (f) Prior to the first Credit Date, Holdings shall procure the capitalization of all outstanding intercompany Indebtedness owed to it by any of its Subsidiaries on terms reasonable satisfactory to the Syndication Agent and Administrative Agent. (g) Prior to the first Credit Date, for which Holdings shall make capital contributions to Company and ensure that as of the first Credit Date, Cash Equivalents of Holdings shall not exceed $100,000,000. At all necessary fees (where applicable) have been paid, and dated no more than 90 days before (x) times following the Closing Date or (y) the date on which a Mortgage in respect thereof is required Date, Holdings shall make capital contributions to be delivered hereby (or such other dates as shall be reasonably acceptable to the Administrative Agent), certified to the Administrative Agent and the issuer Company of the Mortgage Policy pertaining cash proceeds (any such proceeds, net of underwriting discounts and commissions, arranger fees and other reasonable costs, legal fees and expenses) from the issuance of all (i) equity securities of Holdings other than issuances to such Mortgaged Property indirectors, officers or employees or otherwise in connection with employee benefit arrangements and (ii) debt securities and borrowings other than Indebtedness incurred pursuant to Sections 6.1(h) and 6.1

Certain Post-Closing Obligations. (a) Execute and deliver The Administrative Agent shall have received within 20 Business Days after the documents and complete the tasks set forth on Schedule 5.15, in each case within the time limits specified therein Effective Date (or such longer period of time acceptable as the Required Lenders may approve in their sole discretion), evidence that the insurance required by Section 5.07 is in effect and the Administrative Agent and the Collateral Agent, within 20 Business Days after the Effective Date, (A) shall have been named as loss payee or additional insured, as appropriate, under each such insurance policy to the extent required by Section 5.07 and (B) shall have received customary insurance certificates containing notification endorsements reasonably satisfactory to the Required Lenders in respect of each such insurance policy under which the Administrative Agent)Agent and the Collateral Agent are named as loss payee or additional insured. (b) The Collateral Agent shall receive from have received within 20 Business Days after the applicable Loan Parties (x) within 120 days Effective Date (or such longer period of as the Required Lenders may approve in their sole discretion, provided that such time acceptable period shall be automatically extended to the Administrative extent that a written confirmation or tax ruling countersigned by the Swiss Federal Tax Administration (Eidgenössische Steuerverwaltung) has not been obtained, such time period shall be automatically extended until 3 Business Days after such ruling has been obtained), executed copies of the Swiss Collateral Documents in a form satisfactory to the Required Lenders (in their sole discretion). (c) The Collateral Agent shall have received within 20 Business Days after the Effective Date (provided that such time period shall be automatically extended to the extent that a written confirmation or tax ruling countersigned by the Swiss Federal Tax Administration (Eidgenössische Steuerverwaltung) has not been obtained, such time period shall be automatically extended until 3 Business Days after such ruling has been obtained) the French law pledge of assets without dispossession agreement (convention ▇▇ ▇▇▇▇ sans dépossession) granted by Invacare International GmbH as pledgor in favor of the Collateral Agent in its sole discretionrespect of the inventory held by Invacare International GmbH in France. (d) following the Closing Date, with respect to each Mortgaged Property designated by the Borrower in order to eliminate any Deficiency, and (y) in the case of Real Property acquired The Collateral Agent shall have received within 20 Business Days after the Closing Effective Date and designated by the Borrower to be Perfected Mortgaged Property, within 120 days (or such longer period of as the Required Lenders may approve in their sole discretion, provided that such time acceptable period shall be automatically extended to the Administrative Agent in its sole discretionextent that a written confirmation or tax ruling countersigned by the Swiss Federal Tax Administration (Eidgenössische Steuerverwaltung) following has not been obtained, such designation, in each case the following documents and instruments: (i) a Mortgage duly authorized and executed, in proper form for recording in the recording office of each jurisdiction where such Mortgaged Property to be encumbered thereby is situated, in favor of the Collateral Agent, for the benefit of the Secured Parties, together with such other instruments as time period shall be necessary or appropriate automatically extended until 3 Business Days after such ruling has been obtained), written opinions (in the reasonable judgment of the Administrative Agent) to create a Lien under applicable law, all of which shall be in form and substance reasonably satisfactory to Collateral Agent, which Mortgage and other instruments shall be effective to create and/or maintain a first priority Lien on such Mortgaged Property, as the case may be, subject to no Liens other than Permitted Liens and Permitted Encumbrances applicable to such Mortgaged Property; (ii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy, with endorsements and in amounts reasonably acceptable addressed to the Administrative Agent, issued by a title insurer reasonably acceptable the Collateral Agent and the Lenders, date as of the date thereof) of (i) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Zurich, as Swiss counsel to the Administrative AgentLenders, insuring (ii) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP as English counsel for the Mortgage to be a valid first ▇▇▇▇▇▇▇ and subsisting Lien on such Mortgaged Property, free and clear of all defects and encumbrances, other than Permitted Encumbrances; provided however that such title insurance policy may include such general mechanics’ lien exceptions as the title insurer(s) may require, so long as such title insurance policy does not include a title exception identifying any specifically recorded mechanics’ lien that does not constitute a Permitted Encumbrance; (iii) American Land Title Association/American Congress on Surveying and Mapping form plat of survey or such other form plat of survey ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇.▇.▇.▇.▇, as is reasonably acceptable to French counsel for the Administrative Agent, for which all necessary fees Lenders. (where applicablee) The Collateral Agent shall have been paid, and dated no more than 90 days before (x) received within 20 Business Days after the Closing Effective Date or (y) the date on which a Mortgage in respect thereof is required to be delivered hereby (or such other dates longer period as the Required Lenders may approve in their sole discretion; provided that such time period shall be reasonably acceptable automatically extended to the Administrative Agentextent that a written confirmation or tax ruling countersigned by the Swiss Federal Tax Administration (Eidgenössische Steuerverwaltung) has not been obtained, such time period shall be automatically extended until 3 Business Days after such ruling has been obtained), certified an executed copy of the English law governed accession deed to the Administrative Agent English Collateral Agreement made between Invacare AG, ▇▇▇▇▇ GmbH and Invacare International GmbH as additional chargors and the issuer Collateral Agent as chargee in a form satisfactory to the Required Lenders (in their sole discretion). (f) The Collateral Agent shall have received within 10 Business Days after the Effective Date (or such longer period as the Required Lenders may approve in their sole discretion), evidence that (i) each of the Mortgage Policy pertaining Norwegian law floating charges has been registered with the Norwegian Register of Mortgaged Movable Property and (ii) that each account bank in relation to any relevant bank account(s), which have become subject to security hereunder, has been notified of that security and has provided an acknowledgement thereof. (g) On or prior to the date that is 30 Business Days after the Effective Date (or such Mortgaged Property inlater date as the Required Lenders may approve in their sole discretion), the Borrower will use commercially reasonable efforts to deliver to the Collateral Agent signature pages to the endorsement to the Intercompany Note dated as of July 26, 2022 from Invacare Australia PTY LTD, Invacare New Zealand, Invacare AG, ▇▇▇▇▇ GMBH and Invacare International GMBH.

Certain Post-Closing Obligations. (a) Execute and deliver For the documents and complete the tasks set forth on Schedule 5.15, in each case within the time limits specified therein (or such longer period of time acceptable 120 days after the Closing Date, each Credit Party shall use all its commercially reasonable best efforts to obtain a Landlord Consent and Estoppel and, upon receipt of same, executed by the applicable landlord, the applicable Credit Party shall deliver a fully executed and notarized Mortgage in proper form for recording in all appropriate places in all appropriate jurisdictions in respect of each Leasehold Property (other than those in respect of which such has already been delivered prior to the Administrative AgentClosing Date pursuant to Section 3.1(i)), it being acknowledged and agreed that "commercially reasonable best efforts" shall not be construed to require the 105 CREDIT AND GUARANTY AGREEMENT 434546.21-New York Server 3A - MSW payment by any Credit Party of any fee or other consideration for such Landlord Consent and Estoppel other than reimbursement of legal expenses actually incurred by landlords. (b) The Collateral Agent shall receive from the applicable Loan Parties (x) within 120 Within 45 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following after the Closing Date, with respect to each Mortgaged Property designated by the Borrower in order to eliminate any Deficiency, and (y) in the case of Real Property acquired after the Closing Date and designated by the Borrower to be Perfected Mortgaged Property, within 120 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following such designation, in each case the following documents and instruments: applicable Credit Party shall (i) deliver to the Collateral Agent a Mortgage duly authorized fully executed and executednotarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each of the recording office Post-Closing Mortgaged Property and (ii) use all its commercially reasonably best efforts to obtain an ALTA mortgagee title insurance policy therefor issued by one or more title companies reasonably satisfactory to Administrative Agent and Collateral Agent (it being acknowledged that Fidelity National Title Insurace Company is so satisfactory) with respect to each Post-Closing Mortgaged Property, each in form and substance reasonably satisfactory to Administrative Agent and evidence satisfactory to Administrative Agent that such Credit Party has paid to the title company or to the appropriate Governmental Authorities (or made adequate provision for such payment, in the reasonable judgment of Administrative Agent) all expenses and premiums of the title company and all other sums required in connection with the issuance of each jurisdiction where such title policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage for each Post-Closing Mortgaged Property in the appropriate real estate records. (c) For the period of 120 days after the Closing Date, each Credit Party shall use all its commercially reasonable best efforts to be encumbered thereby is situated, create in favor of the Collateral Agent, for the benefit of the Secured Parties, together with such other instruments as shall be necessary or appropriate (a valid, perfected First Priority security interest in the reasonable judgment Capital Stock of each Joint Venture in which any Credit Party had an interest as of the Administrative Agent) to create a Lien under applicable lawClosing Date, all of which shall be in form and substance reasonably satisfactory to Collateral Agent, which Mortgage and other instruments shall be effective to create and/or maintain a first priority Lien on such Mortgaged Property, as the case may be, subject to no Liens other than Permitted Liens and Permitted Encumbrances applicable to such Mortgaged Property; (ii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy, with endorsements and in amounts reasonably acceptable except to the Administrative Agent, issued by a title insurer reasonably acceptable to the Administrative Agent, insuring the Mortgage to be a valid first and subsisting Lien extent such security interest was granted on such Mortgaged Property, free and clear of all defects and encumbrances, other than Permitted Encumbrances; provided however that such title insurance policy may include such general mechanics’ lien exceptions as the title insurer(s) may require, so long as such title insurance policy does not include a title exception identifying any specifically recorded mechanics’ lien that does not constitute a Permitted Encumbrance; (iii) American Land Title Association/American Congress on Surveying and Mapping form plat of survey or such other form plat of survey as is reasonably acceptable to the Administrative Agent, for which all necessary fees (where applicable) have been paid, and dated no more than 90 days before (x) the Closing Date or (y) by delivering to the date on which Collateral Agent a Mortgage completed Pledge Supplement, substantially in the form of Exhibit A attached to the Pledge and Security Agreement, together with all Supplements to Schedules thereto, reflecting such Pledged Stock. Without limitation, following the Closing Date, no Credit Party shall grant any other Lien in respect thereof is required to be delivered hereby (or such other dates as shall be reasonably acceptable to the Administrative Agent), certified to the Administrative Agent and the issuer of the Mortgage Policy pertaining to Capital Stock in such Mortgaged Property inJoint Ventures.

Certain Post-Closing Obligations. Each Loan Party shall promptly, and in any event no later than 60 days following the Closing Date (a) Execute and deliver which time period may be extended at the documents and complete the tasks set forth on Schedule 5.15, in each case within the time limits specified therein (or such longer period sole discretion of time acceptable to the Administrative Agent). , deliver to the Collateral Agent: (bA) The ALTA mortgagee standard coverage title insurance policies or unconditional commitments therefor issued by the Title Company reasonably satisfactory to the Collateral Agent shall receive from the applicable Loan Parties (x) within 120 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following the Closing Date, with respect to each Mortgaged Property designated by (each, a “Title Policy”), in agreed upon amounts aggregating not less than the Borrower in order to eliminate any Deficiency, lesser of (x) $100,000,000 and (y) 110% of the fair market value of each Mortgaged Property that is owned in fee insuring the fee simple title to each of the fee owned Mortgaged Properties vested in the case applicable Loan Party and insuring the Collateral Agent that the relevant Mortgage creates a valid and enforceable first priority Lien on the Mortgaged Property encumbered thereby, each of Real Property acquired after the Closing Date and designated by the Borrower to be Perfected Mortgaged Property, within 120 days which Title Policy (or such longer period of time acceptable 1) shall include tie-in endorsements (to the Administrative Agent in its sole discretionextent available) following such designation, in each case and the following documents and instruments: endorsements: (i) a Mortgage duly authorized with respect to the Kensington Mine – Doing Business; First Loss; Aggregation; Variable Rate; Multiple Tax Parcel; Deletion of Arbitration; and executedEnvironmental; (ii) with respect to the Rochester Mine – Usury; Doing Business; First Loss; Aggregation; Variable Rate; Multiple Tax Parcel; Deletion of Arbitration; and Environmental; (c) with respect to the Wharf Mine – same as clause (ii) above, to the extent available in proper form South Dakota; and (2) shall provide for recording in the recording office of each jurisdiction where such Mortgaged Property to be encumbered thereby is situated, in favor of customary insurance as the Collateral Agent, for the benefit of the Secured Parties, together with such other instruments as shall be necessary or appropriate (in the reasonable judgment of the Administrative Agent) to create a Lien under applicable lawAgent may reasonably request, all of which shall be the foregoing in form and substance reasonably satisfactory to the Collateral Agent, which Mortgage ; (B) evidence satisfactory to the Collateral Agent that the applicable Loan Party has (1) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the applicable Title Policy and (2) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company and all other instruments shall be effective to create and/or maintain a first priority Lien on such Mortgaged Property, as sums required in connection with the case may be, subject to no Liens other than Permitted Liens issuance of the Title Policies and Permitted Encumbrances all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages in the applicable to such Mortgaged Property; real property records; and (iiC) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy, with endorsements and in amounts reasonably acceptable to the Administrative Agent, report issued by a title insurer reasonably acceptable to the Administrative AgentTitle Company with respect thereto, insuring the Mortgage to be a valid first and subsisting Lien on such Mortgaged Property, free and clear of all defects and encumbrances, other than Permitted Encumbrances; provided however that such title insurance policy may include such general mechanics’ lien exceptions as the title insurer(s) may require, so long as such title insurance policy does dated not include a title exception identifying any specifically recorded mechanics’ lien that does not constitute a Permitted Encumbrance; (iii) American Land Title Association/American Congress on Surveying and Mapping form plat of survey or such other form plat of survey as is reasonably acceptable to the Administrative Agent, for which all necessary fees (where applicable) have been paid, and dated no more than 90 30 days before (x) prior to the Closing Date or (y) the date on which a Mortgage in respect thereof is required to be delivered hereby (or such other dates earlier date as shall be the Collateral Agent may agree) and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably acceptable satisfactory to the Administrative Collateral Agent), certified to the Administrative Agent and the issuer of the Mortgage Policy pertaining to such Mortgaged Property in.

Certain Post-Closing Obligations. The Borrower shall, and shall cause each applicable Credit Party to, as expeditiously as possible, but in no event later than the number of days after the Closing Date to applicable to each item set forth below: (a) Execute within forty-five (45) days after the Closing Date, execute and deliver to the documents and complete Administrative Agent a Mortgage encumbering each of the tasks set forth on Mortgaged Properties described in Schedule 5.158.15(a), in each case within the time limits specified therein (or such longer period of time acceptable to the Administrative Agent). (b) The Collateral Agent shall receive from the applicable Loan Parties (x) within 120 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following the Closing Date, with respect to each Mortgaged Property designated duly ---------------- executed and acknowledged by the Borrower Credit Party that is the owner of or holder of an interest in order to eliminate any Deficiency, and (y) in the case of Real Property acquired after the Closing Date and designated by the Borrower to be Perfected such Mortgaged Property, within 120 days (or such longer period of time acceptable to the Administrative Agent and otherwise in its sole discretion) following such designation, in each case the following documents and instruments: (i) a Mortgage duly authorized and executed, in proper form for recording in the recording office of each jurisdiction political subdivision where each such Mortgaged Property to be encumbered thereby is situated, in favor of the Collateral Agent, for the benefit of the Secured Parties, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof to create a lien under applicable law, and such financing statements or other instruments as shall be necessary or appropriate (are contemplated by the local counsel opinions described in the reasonable judgment Section 8.15(m) below in respect of the Administrative Agent) to create a Lien under applicable law--------------- such Mortgage, all of which shall be in form and substance reasonably satisfactory to Collateral the Administrative Agent, and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, which Mortgage and financing statements and other instruments shall when recorded be effective to create and/or maintain a first priority Lien on such Mortgaged Property, as the case may be, subject Property subordinate to no Liens other than Permitted Prior Liens (as defined in the applicable Mortgage) reasonably acceptable to the Administrative Agent and Permitted Encumbrances subject to no other Liens except Liens expressly permitted by such Mortgage; (b) within forty-five (45) days after the Closing Date, with respect to each Mortgaged Property, execute and deliver to the Administrative Agent such consents (including, without limitation, a landlord's consent (in form and substance reasonably acceptable to the Administrative Agent) to the encumbrance of the applicable Credit Party's interest, as tenant, in each leased real property commonly known as the Medical Center at Terrell, Texas and Brownwood Regional Medical Center, Texas) approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary or required or as shall reasonably be deemed necessary by the Administrative Agent in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property; (iic) within forty-five (45) days after the Closing Date, with respect to each Mortgage described in Section 8.15(a) above, deliver to the --------------- Administrative Agent a fully paid American Land Title Association Lender’s Extended Coverage policy (or commitment to issue a policy) of title insurance policyinsuring (or committing to insure) the Lien of such Mortgage as a valid first mortgage Lien on the real property and fixtures described therein in an amount equal to 100% of the fair market value thereof, with endorsements and in amounts reasonably which policies (or commitments) shall (i) be issued by a title insurance company acceptable to the Administrative Agent, issued (ii) contain a "tie-in" or "cluster" endorsement (if available under applicable law) (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (iii) have been supplemented by a title insurer such endorsements (or to the extent where such endorsements are not available at commercially reasonable rates, opinions of special counsel, architects or other professionals reasonably acceptable to the Administrative AgentAgent to the extent that such opinions can be obtained at a cost which is reasonable with respect to the value of the real property subject to such Mortgage) as shall be reasonably requested by the Administrative Agent (including, insuring the Mortgage without limitation, endorsements on matters relating to be a valid usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate and subsisting Lien on such Mortgaged Property, free so-called comprehensive coverage over covenants and clear of all defects restrictions) and encumbrances, (iv) contain no exceptions to title other than Permitted Encumbrances; provided however that such title insurance policy may include such general mechanics’ lien exceptions for the Prior Liens (as defined in the title insurer(sapplicable Mortgage) may require, so long as such title insurance policy does not include a title exception identifying any specifically recorded mechanics’ lien that does not constitute a Permitted Encumbranceacceptable to the Administrative Agent; (iiid) American Land Title Association/American Congress on Surveying within forty-five (45) days after the Closing Date, with respect to each Mortgaged Property described in Schedule 8.15(a), deliver to the ---------------- Administrative Agent policies or certificates of insurance as required by Section 8.6 hereof and Mapping form plat the applicable provisions of survey the Mortgage relating ----------- thereto; (e) within forty-five (45) days after the Closing Date, with respect to each Mortgaged Property described in Schedule 8.15(a), execute and/or ---------------- deliver such affidavits, certificates, information (including financial data) and instruments of indemnification (including, without limitation, a so-called "gap" indemnification) as shall be required to induce the title insurance company to issue the policy or such other form plat of survey as is policies (or commitment) and endorsements contemplated in Section 8.15(c) above; --------------- (f) within forty-five (45) days after the Closing Date, deliver evidence reasonably acceptable to the Administrative AgentAgent of payment by the Borrower of all title insurance premiums, for which all necessary fees (where applicable) have been paidsearch and examination charges, and dated no more than 90 related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages described in Section 8.15(a) and issuance of the title insurance policies referred to in --------------- Section 8.15(c) above; --------------- (g) within ninety (90) days before (x) after the Closing Date Date, with respect to each Mortgaged Property described in Schedule 8.15(g), deliver to the ---------------- Administrative Agent a survey sufficient to cause the title insurance company to remove or limit the survey and unrecorded easement exceptions from the applicable title insurance policy (yor commitment) and to issue so- called comprehensive coverage with respect to each of the date on Mortgaged Properties described by such surveys to the extent such so-called comprehensive coverage is available in the applicable jurisdiction; (h) within ninety (90) days after the Closing Date, with respect to each real property (other than the Mortgaged Properties), deliver to the Administrative Agent copies of all material leases, subleases, franchise agreements, licenses, occupancy agreements, concession agreements or other agreements relating to possessory interests in which a Credit Party holds the tenant's, subtenant's or grantee's interest; (i) within ninety (90) days after the Closing Date, with respect to each lease or other agreement described in Section 8.15 (h) and each lease ---------------- or other agreement pursuant to which a Credit Party holds the tenant's, subtenant's or grantee's interest in a Mortgage Property, the applicable Credit Party shall use commercially reasonably best efforts to deliver to the Administrative Agent a landlord lien waiver and access agreement substantially in respect thereof is required to be delivered hereby (or the form of Schedule 8.15(i) hereto with such other dates changes thereto as shall be reasonably acceptable to the Administrative Agent); (j) within ninety (90) days after the Closing Date, certified with respect to each of the Mortgaged Properties, deliver to the Administrative Agent copies of all leases, subleases, franchise agreements, licenses, occupancy agreements, concession agreements or other agreement relating to possessory interests (excluding any leases relating to the non-material lease of space entered into in the ordinary course of business) affecting such Mortgaged Property and with respect to (i)(A) each such lease, sublease, franchise, license, occupancy, concession or other agreement in which a Credit Party holds the landlord's, sublandlord's, licensor's or grantor's interest in existence as of the date hereof, or (B) each lease, sublease, franchise, license, occupancy, concession or other agreement in which a Credit Party holds the landlord's, sublandlord's, licensor's or guarantor's interest, which is recorded or is evidenced by a recorded memorandum thereof in each of the cases described in clauses (i)(A) and (i)(B) of this subsection, the Borrower shall and shall cause each applicable Credit Party to use its commercially reasonable best efforts to cause such agreement to be subordinate to the Lien of the Mortgage recorded (or to be recorded) against such real property (either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to the Administrative Agent) and shall otherwise be reasonably acceptable to the Administrative Agent and (ii) each such lease, sublease, franchise, license, occupancy, concession or other agreement in which a Credit Party holds the issuer landlord's, sublandlord's, licensor's or grantor's interest entered into after the date hereof shall be subordinate to the Lien of the Mortgage Policy pertaining recorded (or to be recorded) against such real property (either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to the Administrative Agent) and shall otherwise be reasonably acceptable to the Administrative Agent; (k) within forty-five (45) days after the Closing Date, deliver to the Administrative Agent evidence of the completion of all recordings and filings of, or with respect to, the Borrower Security Agreement and the Guarantor Security Agreement, including filings with the United States Patent, Trademark and Copyright offices, and delivery of such other security and other documents and the taking of all actions as may be necessary or, in the opinion of the Administrative Agent, desirable, to perfect the Liens created, or purported to be created, by the Borrower Security Agreement and the Guarantor Security Agreement; (l) within forty-five (45) days after the Closing Date, with respect to each Mortgaged Property described in Schedule 8.15(a), Borrower and each ---------------- applicable Credit Party shall have made all notification, registrations and filings, to the extent required by, and in accordance with, all environmental real property disclosure requirements applicable to such Mortgaged Property, including the use of forms provided by state, local or foreign agencies, where such forms exist; (m) within forty-five (45) days after the Closing Date, at the time of delivery of each of the Mortgages described in Section 8.15(a), procure --------------- such opinions of local counsel to the Credit Parties substantially in the form of Schedule 5.1(f) hereto in the jurisdiction governing the Lien --------------- granted to the Administrative Agent under such Mortgage; (n) within forty-five (45) days after the Closing Date, with respect to each of the Mortgaged Properties, a Real Property inOfficer's Certificate substantially in the form of Schedule 8.15(n) attached hereto; ---------------- (o) within forty-five (45) days after the Closing Date, with respect to each Capital Stock issued by a Subsidiary that is not a Wholly Owned Subsidiary of any Credit Party, the Borrower shall, and shall cause each applicable Credit Party to use commercially reasonable best efforts to deliver to the Administrative Agent (i) a consent to the grant of a security interest in and Lien on such Capital Stock to the extent such grant is expressly prohibited by the terms of the organizational documents relating to such subsidiary and (ii) an issuer acknowledgment substantially in the form of Schedule 4(c) to the applicable Pledge Agreement; ------------- (p) within ten (10) days after the Closing Date, (i) execute and deliver to the Administrative Agent UCC financing statements (Form UCC-3 or other appropriate form) in appropriate form for filing under the UCC and any other applicable Requirements of Law in each jurisdiction as may be necessary or appropriate to maintain, preserve and perfect the Liens created or purported to be created, by the Collateral Documents, (ii) deliver to the Administrative Agent copies of certificates of good standing and other documents described in Sections 5.1(e)(i) and (iv) hereof with respect to the Credit Parties described in Schedule 8.15(p) hereto from the ---------------- jurisdictions contemplated in such Schedule, (iii) deliver to the Administrative Agent opinions of counsel to the Credit Parties in form and substance reasonably satisfactory to the Administrative Agent relating to the matters described Sections 8.15(p)(i) and (ii) in each relevant jurisdiction and (iv) cause the title insurance company to endorse the applicable title insurance policy (or commitment) in a manner reasonably acceptable to the Administrative Agent to, among other things, reflect the filing of the financing statements described in Section 8.15(p)(i) and the delivery of the certificates and other documents described in Section 8.15(p)(ii), and omit any exceptions taken in such title insurance policy (or commitment) as a result of the failure to file such financing statements or to obtain such certificates; and (q) within ten (10) days after the Closing Date, deliver to the Administrative Agent opinions of local counsel in the States of Arizona, Alabama, Indiana, Louisiana, Ohio, Tennessee and Texas, and in each additional state in which material Collateral is located covering each applicable Credit Party (provided, however, in the case of QHR, such -------- ------- opinion shall not be required to be obtained in any states other than Alabama, Arkansas, Arizona, California, Georgia, Indiana, Kansas, Louisiana, Missouri, Mississippi, New Mexico, Nevada, Ohio, Oklahoma, Oregon, South Carolina, Tennessee, Texas, West Virginia and New York, in each case to the extent (1) QHR is organized in such state, (ii) any Collateral owned by QHR is located in such state or (iii) the perfection of the Security Interest granted to the Administrative Agent under the Collateral Documents in the QHR Collateral is governed by the laws of such state); in each case substantially in the form of Schedule 5.1(f) hereto. --------------- provided, however, that if, notwithstanding the use of commercially reasonable -------- ------- best efforts, the Borrower is unable to receive the Brownwood Regional Medical Center landlord consent, then the Borrower shall continue to use commercially reasonable best efforts to obtain such consent, and the foregoing requirements of this Section 8.15 as they relate to the Brownwood Regional Medical Center shall only apply after the receipt of such consent.

Certain Post-Closing Obligations. As promptly as practicable, but in any event within the respective time periods referred to below (or such later date as the Agent may agree), the Borrower shall: (a) Execute and deliver the documents and complete the tasks set forth on Schedule 5.15, in each case within the time limits specified therein thirty (or such longer period of time acceptable to the Administrative Agent). (b30) The Collateral Agent shall receive from the applicable Loan Parties (x) within 120 days (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following after the Closing Date, cause to be delivered to the Agent with respect to each Mortgaged Property designated by the Borrower in order to eliminate any Deficiency, and (y) in the case of such Real Property acquired after the Closing Date and designated by the Borrower to be Perfected Mortgaged Property, within 120 days B (or such longer period of time acceptable to the Administrative Agent in its sole discretion) following such designation, in each case the following documents and instruments: (i) a Mortgage duly authorized and executedcase, in proper form for recording in the recording office of each jurisdiction where such Mortgaged Property to be encumbered thereby is situated, in favor of the Collateral Agent, for the benefit of the Secured Parties, together with such other instruments as shall be necessary or appropriate (in the reasonable judgment of the Administrative Agent) to create a Lien under applicable law, all of which shall be in form and substance reasonably satisfactory to Collateral the Agent, which Mortgage and other instruments shall be effective ): (i) an ALTA or Texas Society of Professional Surveyor’s survey of Real Property B certified to create and/or maintain a first priority Lien on such Mortgaged Property, as the case may be, subject to no Liens other than Permitted Liens and Permitted Encumbrances applicable to such Mortgaged PropertyAgent; (ii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy, with endorsements and in amounts zoning report or other evidence of zoning reasonably acceptable satisfactory to the Administrative Agent, issued by a title insurer reasonably acceptable to the Administrative Agent, insuring the Mortgage to be a valid first and subsisting Lien on such Mortgaged Property, free and clear of all defects and encumbrances, other than Permitted Encumbrances; provided however that such title insurance policy may include such general mechanics’ lien exceptions as the title insurer(s) may require, so long as such title insurance policy does not include a title exception identifying any specifically recorded mechanics’ lien that does not constitute a Permitted Encumbrance; (iii) American Land Title Association/American Congress on Surveying a duly executed Mortgage, along with a fixture filing, if applicable in such state; (iv) a lenders’ policy of title insurance with respect thereto, in form and Mapping form plat of survey substance, and with an insured amount, reasonably satisfactory to the Agent; (v) an Environmental Indemnity; (vi) existing construction plans and budgets for all Projects at Property B the Borrower expects to initiate or complete after the Closing Date; (vii) a legal opinion with respect to the Mortgage for Property B and the other documents referred to in Section 5.16(a)(iii) above, delivered by Borrower’s or such other Subsidiary’s counsel in the State in which Property B is located; (viii) a copy of the construction schedule and the construction contract(s) for Property B, and an assignment to the Agent of such construction contracts; (ix) an Assignment of Construction Contracts to Agent, together with consent(s) of design professionals to the Agent, including, including with respect to the architect, engineer and general contractor; (x) copies of any utility letters and/or verifications; (xi) copies of all permits and approvals required by any Governmental Authority having jurisdiction over the land where Property B is located; (xii) a Phase I environmental site assessment report, along with a reliance letter in favor of the Agent relating thereto; and (xiii) evidence as to whether Property B is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area” (or a similar designation) and, if it is, evidence that Borrower has obtained, with insurance companies as are reasonably satisfactory to Agent, such flood insurance in such reasonable total amount as the Agent may reasonably require, and otherwise sufficient to comply with all applicable rules and regulations relating to flood insurance, in form plat of survey as is and substance reasonably acceptable to the Administrative Agent, for which all necessary fees . (where applicableb) have been paid, and dated no more than 90 within sixty (60) days before (x) after the Closing Date or (y) the date on which a Mortgage in respect thereof is required Date, cause to be delivered hereby to the Agent a Control Agreement (or such other dates as shall be reasonably acceptable an amendment to the Administrative Agent)existing Control Agreement) with respect to each of the accounts of the Loan Parties maintained at Bank of America, certified N.A., other than Excluded Accounts, to the Administrative Agent and the issuer of the Mortgage Policy pertaining to extent any such Mortgaged Property inaccounts (other than Excluded Accounts) are not covered by an existing Control Agreement.