Common use of Post-Closing Obligations Clause in Contracts

Post-Closing Obligations. (a) Within 5 Business Days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (a) Within 5 Business Days of sixty (60) days following the Closing Restatement Date (or such later date as agreed the Requisite Lenders shall approve; provided, that such date shall automatically be extended if the Credit Parties have been working in good faith to by complete the Agent requirements in its sole discretionthis Section 5.14(a) during the initial sixty-day period after the Restatement Date), the Borrowers Credit Parties shall have used commercially reasonable efforts to execute and deliver all documentation reasonably requested by the Requisite Lenders to replace the Administrative Agent evidenceand the Collateral Agent with Fortress Credit Corp. (or an Affiliate thereof), including, without limitation, (i) all necessary amendments and bring-down schedules to the Collateral Documents and (ii) reasonable amendments to the operating agreements of the Credit Parties that are limited liability companies, in each case, in form and substance reasonably satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark OfficeRequisite Lenders. (b) Within 15 thirty (30) days of following the Closing Restatement Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall have used commercially reasonable efforts to deliver satisfactory evidence to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to Requisite Lenders that certain Intercompany Subordination Agreement, dated all tax Liens against the Credit Parties as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and AgentRestatement Date have been released in full. (c) Within 30 forty-five (45) days of the Closing Date (or such later date as agreed to the Requisite Lenders shall approve) following receipt by the Borrower of a written statement signed by the Collateral Agent (or other responsible Person) that provides in its sole discretion)respect of each of share certificate number 1 (in respect of 100 ordinary shares) and share certificate number 2 (in respect of 127 ordinary shares) held by PB Global Acquisition Corp in PLBY Australia Pty Ltd and share certificate number 9 in respect of 1,000 ordinary shares held by PLBY Australia Pty Ltd in Honey Birdette (Aust.) Pty Ltd and the corresponding executed blank stock transfer forms, (i) that such certificate or other document has been lost or destroyed and has not been pledged, sold, or otherwise disposed of, (ii) if such certificate or other document has been lost, that proper searches have been made, and (iii) if such certificate or other document is found or received by the Borrowers Collateral Agent, that the Collateral Agent agrees to promptly return such certificate to the Borrower, (A) PLBY Australia Pty Ltd shall deliver to the Collateral Agent insurance endorsements satisfying the requirements set forth a wet-ink signed share certificate number 3 (in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment respect of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement100 ordinary shares) and a wet-ink signed share certificate number 4 (in respect of 127 ordinary shares) held by PB Global Acquisition Corp in PLBY Australia Pty Ltd together with a certified copy of an up-to-date register of members for PLBY Australia Pty Ltd and the Patent Assignment Agreement corresponding executed blank stock transfer form, and (as defined in the Purchase AgreementB) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent Honey Birdette (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdictionAust.) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers Pty Ltd shall use commercially reasonable efforts to deliver to the Agent Collateral Agent, a Lien Waiver wet-ink signed share certificate number 10 in respect of 1,000 ordinary shares held by PLBY Australia Pty Ltd in Honey Birdette (which may be jointly in favor Aust.) Pty Ltd together with a certified copy of the Agent an up-to-date register of members for Honey Birdette (Aust.) Pty Ltd and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Datecorresponding executed blank stock transfer form.

Post-Closing Obligations. (a) Within 5 Business Days 8.15.1 Pursuant to that certain Phase I environmental audit report of the Premises performed by ENVIRON UK Limited and dated October 20, 2005, Tenant shall complete the Post Closing Date (or such later Obligations within the time periods specified in Part 8 of the Schedule. 8.15.2 On the date as agreed to by hereof, Pipe Acquisition Limited executed the Agent Guarantee in its sole discretion)favour of Landlord. In consideration for the consummation for this Lease, the Borrowers Landlord and the Tenant have agreed that within forty (45) days after the date of this Lease, Tenant shall use reasonable endeavours (and, if permitted by law) to cause ▇▇▇▇▇▇ International Metals PTE Limited to execute a Guarantee in favour of Landlord in the form annexed hereto as Part 10 of the Schedule. If Tenant shall fail to deliver such Guarantee for any reason whatsoever prior to the end of such forty-five (45) day period, then the Tenant shall deliver to Agent evidencethe Landlord a security deposit (the Security Deposit) in the amount of £599,325 at which time the Tenant shall have an additional period of forty-five (45) days to use reasonable endeavours (and, if permitted by law) to deliver the aforementioned Guarantee from ▇▇▇▇▇▇ International Metals PTE Limited and if the Tenant shall again fail to deliver such Guarantee for any reason whatsoever prior to the end of such additional forty five (45) day period, the Security Deposit shall be increased so that the total amount of the Security Deposit shall be equal to £1,198,650. For the avoidance of doubt, the Tenant shall be entitled to provide such Guarantee at any time after such additional forty-five (45) day period and on the provision of such Guarantee the Security Deposit shall be released in accordance with clause 8.15.5. 8.15.3 The Security Deposit shall be in the form of an irrevocable letter of credit (the Letter of Credit) and shall be issued by a bank reasonably acceptable to the Landlord and having a long-term unsecured debt rating of not less than “A” from Standard & Poor’s Corporation and in form and substance reasonably satisfactory to Agentthe Landlord. The Security Deposit shall remain in full force and effect during the Term, that subject to the Trademark Assignment Agreement (provisions of clause 8.15.5, as defined in security for the Purchase Agreement) payment by the Tenant of the Rent and all other charges or payments to be paid hereunder and the Patent Assignment Agreement performance of the covenants and obligations contained herein, and the Letter of Credit shall be renewed at least thirty (30) days prior to any expiration thereof lithe Tenant fails to renew the Letter of Credit by such date, time being of the essence, Landlord shall have the right at any time after the thirtieth (30th) day before such expiration date to draw on the Letter of Credit and to deposit the proceeds of the Letter of Credit as defined a cash security deposit (the Cash Security Deposit) in any account for the Purchase Agreement) have been filed benefit of Landlord. The Cash Security Deposit shall not be commingled with other funds of Landlord or other Persons and recorded no interest thereon shall be due and payable to the United States Patent and Trademark OfficeTenant. 8.15.4 If at any time a Breach Event shall have occurred and be continuing, the Landlord shall be entitled, at its sole discretion, to draw on the Letter of Credit or to withdraw the Cash Security Deposit from the above-described account and to apply the proceeds in payment of (bi) Within 15 days any Rent or other charges for the payment of which the Tenant shall be in default, (ii) prepaid Basic Rent, (iii) any expense incurred by the Landlord in curing any Breach Event of the Closing Date Tenant, and/or (iv) any other sums due to the Landlord in connection with any default or such later date as agreed to the curing thereof, including, without limitation, any damages incurred by the Agent Landlord by reason of such Breach Event, including any rights of the Landlord under clause 14 or to do any combination of the foregoing, all in such order or priority as Landlord shall so determine in its sole discretion)discretion and the Tenant acknowledges and agrees that such proceeds properly applied in accordance with this Lease shall not constitute assets or funds of the Tenant or its estate, or be deemed to be held in trust for the Tenant, but shall be, for all purposes, the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as property of the Closing Date, among the Obligors, the Subsidiaries Landlord. Tenant further acknowledges and agrees that (1) Landlord’s application of the Obligors proceeds of the Letter of Credit or Cash Security Deposit towards the payment of Rent or the reduction of any damages due the Landlord in accordance with clause 14 of this Lease, constitutes a fair and Agentreasonable use of such proceeds, and (2) the application of such proceeds by the Landlord towards the payment of Rent or any other sums due under this Lease shall not constitute a cure by the Tenant of the applicable Breach Event provided that a Breach Event shall not exist if Tenant restores the Security Deposit to its full amount within Eve (5) days and in accordance with the requirements of this clause 8.15.3, so that the original amount of the Security Deposit shall be again on deposit with Landlord. 8.15.5 On the earlier of (ci) Within 30 days the expiration of the Closing Date Term, (or such later date as agreed to ii) after receipt by the Agent Landlord of the aforementioned Guarantee in its sole discretion)clause 8.15.2, the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). or (diii) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record on the assignment of all material foreign Trademarks and Patents assigned this Lease in accordance with clause 12 to US Footwear under the Trademark Assignment Agreement either (as defined 1) a Credit Entity, (2) an Asset Credit Entity or (3) a Person whose obligations are guaranteed by a Credit Entity or an Asset Credit Entity pursuant to a Guarantee in the Purchase Agreement) and the Patent Assignment Agreement (form annexed hereto as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days Part 10 of the reasonable request by Agent (Schedule, the Letter of Credit or such later date the Cash Security Deposit, as agreed to by the Agent in its sole discretion)case may be, Obligors will (shall be promptly returned to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the LendersTenant. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (a) Within 5 Business Days of thirty (30) days after the Closing Date (or such later date as agreed subject to extension by the Agent in its sole discretion), the Borrowers Loan Parties shall deliver to Agent evidencea deposit account or securities account, as applicable, Control Agreement for each deposit account and securities account maintained by any Loan Party Subsidiary (other than zero balance payroll and similar accounts), in form and substance satisfactory to the Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Each Loan Party shall use commercially reasonable efforts to obtain a Collateral Access Agreement from the lessor of each leased property, bailee in possession of any Collateral or mortgage of any owned property with respect to each location where any Collateral is stored or located, which Collateral Access Agreement shall be in form and substance reasonably satisfactory to Agent. (c) Within 15 days of three (3) months after the Closing Date (or such later date as agreed subject to extension by the Agent in its sole discretion), the Borrowers Loan Parties shall cause each Inactive Subsidiary that is then wholly-owned, directly or indirectly, by the Borrower to wind up, liquidate, dissolve or otherwise cease to exist other than Orbis Pharma Inc. (d) Within five (5) Business Days after the Closing Date (subject to extension by the Agent in its sole discretion), Borrower and ECG Holdings Inc. shall deliver to Agent, as Collateral for the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination AgreementObligations, dated as a certificate evidencing all of the Closing Dateissued and outstanding Stock of ECG Holdings Inc., among the Obligorsalong with a stock power duly executed in blank, the Subsidiaries of the Obligors in each case in form and substance satisfactory to Agent. (ce) Within 30 days of five (5) Business Days after the Closing Date (or such later date as agreed subject to extension by the Agent in its sole discretion), the Borrowers Borrower shall deliver cause the PPSA registration (Reference File No. 676936017, Registration No. 20120320105815295321) registered against the Borrower in favor of Royal Bank of Canada in the Ontario Personal Property Registry, to be discharged, and shall provide the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a)with satisfactory evidence of such discharge. (df) Promptly following Within three (3) Business Days after the Closing Date, the Borrowers shall use commercially reasonable efforts Date (subject to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to extension by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and Borrower shall deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower form and substance satisfactory to Agent, determines that the costs to the Obligors certificates or other evidence of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date insurance in effect as agreed to required by the Agent in its sole discretionSection 6.3(b), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5endorsements naming Agent as lenders’ loss payee and/or additional insured, as applicable. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. The Parent and Borrower each agree to deliver and cause the Consolidated Subsidiaries to deliver to the Agent by the dates indicated below (which dates may be extended by the Agent at its sole discretion) the following: (a) Within 5 Business Days of [Intentionally Omitted]; (b) within 60 days following the Closing Date (except as otherwise specified herein), Mortgages covering the Mortgaged Properties, duly executed by Holdings, the Borrower or the applicable Consolidated Subsidiary, together with: (i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Agent may deem necessary or desirable in order to create a valid first (subject to Permitted Encumbrances and all Liens permitted under Section 11.3 with respect to the property in question and subject to the Intercreditor Agreement, and the Liens of the Term Loan Agent) subsisting Lien on the property described therein in favor of the Agent for the benefit of the Lenders and that all filing and recording taxes and fees necessary to record the Mortgages in the applicable recording offices have been paid; (ii) with respect to the Mortgaged Properties, fully paid First American Title Insurance Company’s title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements and in amounts reasonably acceptable to the Agent, issued by title insurers reasonably acceptable to the Agent, insuring the Mortgages of the Mortgaged Properties to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens except as permitted in this Agreement) and encumbrances, excepting only Permitted Encumbrances and all Liens permitted under Section 11.3 with respect to the property in question and subject to the Intercreditor Agreement, the Liens of the Term Loan Agent, and providing for such later other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such direct access reinsurance as the Agent may reasonably deem necessary or desirable, (iii) with respect to the Mortgaged Properties, to the extent requested by the Agent, and within 6 months following the Closing Date (which date as agreed to may be extended by the Agent in at its sole discretion), the Borrowers shall deliver to Agent evidence, American Land Title Association/American Congress on Surveying and Mapping form surveys in form and substance satisfactory to Agent, that the Trademark Assignment Agreement Agent for which all necessary fees (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreementwhere applicable) have been filed paid, and recorded dated no more than 30 days before the United States Patent and Trademark Office. (b) Within 15 days filing of the Closing Date related Mortgage, certified to the Agent and Royal Abstract Title Insurance Company (or such later date other title insurance company as may be agreed to upon by the Agent Borrower and the Agent) in its sole discretion)a manner and by a surveyor reasonably satisfactory to the Agent, (iv) evidence of the insurance required by the terms of the Mortgages, (v) to the extent reasonably requested by the Agent, favorable opinions of local counsel to Holdings, the Borrowers shall deliver Borrower and the Consolidated Subsidiaries with respect to the Mortgaged Properties, in form and substance reasonably satisfactory to the Agent, and (vi) with respect to the Mortgaged Properties, such other consents, agreements and confirmations of third parties as the Agent an executed joinder from Honeywell Safety Products may deem reasonably necessary or desirable and evidence that all other actions that the Agent may deem reasonably necessary or desirable in order to create valid and first subsisting Liens (Chuzhousubject to the Liens permitted under this Agreement) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of on the Closing Date, among property described in the Obligors, the Subsidiaries of the Obligors and Agent.Mortgages has been taken; (c) Within 30 days evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Closing Date (or such later date as agreed Board, in form and substance reasonably satisfactory to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).Agent; and (d) Promptly within 60 days following the Closing Date, the Borrowers Borrower and each applicable Domestic Consolidated Subsidiary shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks cause to be executed and Patents assigned delivered to US Footwear under the Trademark Assignment Agreement Agent such landlord waivers, warehousemen and processor’s notifications and acknowledgments, and freight forwarder’s agreements (as defined not duplicating previously obtained waivers, notifications, acknowledgments and agreements) in the Purchase Agreement) form and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (content reasonably satisfactory to the extent applicable to Lenders and executed by such jurisdiction) sign landlords, warehousemen, processors and deliver to freight forwarders as Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lendersshall reasonably request. (e) Within 60 days of within 4 months following the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do extent not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after previously delivered on the Closing Date), Collateral Assignment of Contracts in respect of the EM Supply Agreement and the EM Distribution Agreement, duly executed by the parties to such agreements and the Agent, in form and substance reasonably satisfactory to Agent.

Post-Closing Obligations. (a) Within 5 three (3) Business Days after the Closing Date, the Borrower shall have delivered to the Lenders (or such later date as the Collateral Agent may otherwise agree to in writing) (i) any documents or instruments requested by the Lenders or necessary to release all Liens securing Indebtedness under the FB Lending, LLC loan facility or other obligations of the Loan Parties thereunder (including, without limitation, fully executed copies of terminations of any deposit account control agreements, intellectual property security agreements or third party subordination and/or landlord access agreements) and (ii) evidence that arrangements satisfactory to Lenders have been made with respect to the cancellation of any letters of credit outstanding under such Indebtedness for the account of any Loan Party. (b) Within three (3) Business Days after the Closing Date, the Borrower shall have delivered to the Lenders (or such later date as the Lenders may otherwise agree to in writing) (i) copies of each Organizational Document of Fatburger Corporation, a Delaware corporation and Homestyle Dining LLC, a Delaware limited liability company, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of each Person executing any Loan Documents; and (iii) resolutions of the Board of Directors or similar governing body of each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by such Loan Party’s secretary or an assistant secretary or other authorized officer as being in full force and effect without modification or amendment. (c) Within three (3) Business Days after the Closing Date (or such later date as agreed the Collateral Agent may otherwise agree to by the Agent in its sole discretionwriting), the Borrowers Borrower shall deliver have delivered to Agent evidencethe Lenders a completed Collateral Questionnaire dated the Closing Date and executed by an authorized officer of each Loan Party, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.together with all attachments contemplated thereby (bd) Within 15 days of three (3) Business Days after the Closing Date (or such later date as agreed the Collateral Agent may otherwise agree to by the Agent in its sole discretionwriting), the Borrowers Borrower shall deliver have delivered to the Agent an Lenders (x) a duly executed joinder IP Security Agreement with respect to all U.S. Patents and patent applications owned by the Borrower or the Guarantors, and evidence that the same has been filed by the Borrower or the Guarantor(s), as the case may be, with the United States Patent and Trademark Office; (y) a duly executed IP Security Agreement with respect to all federally registered U.S. trademarks and trademark applications owned by the Borrower or the Guarantors, with evidence that the same has been filed by the Borrower with the United States Patent and Trademark Office; and (z) a duly executed IP Security Agreement with respect to U.S. registered copyrights and copyright applications owned by the Borrower or Guarantor(s), as the case may be, with evidence, that the same has been filed in the United States Copyright Office; provided that any such evidence of filing shall be delivered by the Borrower promptly upon receipt of any evidence from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreementthe United States Patent and Trademark Office or the United States Copyright Office, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agentapplicable. (ce) Within 30 thirty (30) days of after the Closing Date (or such later date as agreed the Collateral Agent may otherwise agree to by the Agent in its sole discretionwriting), the Borrowers Borrower shall deliver file or cause to be filed with the United States Patent and Trademark Office and the United States Copyright Office appropriate documentation reasonably acceptable to the Collateral Agent insurance endorsements satisfying in order for the requirements ownership records at the United States Patent and Trademark Office and the United States Copyright Office to reflect that a Loan Party, in its current legal name, is the owner of record of each Trademark, Patent and Copyright set forth in Section 8.6.2(a). (d) Promptly following on the schedules hereto and the IP Security Agreements executed as of the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent set forth in its sole discretion), Obligors will clause (to the extent applicable to such jurisdictiond) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.above; (ef) Within 60 thirty (30) days of after the Closing Date (or such later date as agreed the Collateral Agent may otherwise agree to by in writing), the Borrower shall file or cause to be filed with the United States Patent and Trademark Office and the United States Copyright Office appropriate documentation reasonably acceptable to the Collateral Agent in its sole discretion), enter into Deposit Account Control Agreements with respect order to release or evidence the release of any Deposit Accounts pursuant outstanding liens and security interests recorded at the United States Patent and Trademark Office and the United States Copyright Office or deliver such other documentation acceptable to the requirements Collateral Agent evidencing that the underlying obligations have been irrevocably extinguished against the Trademarks, Patents and Copyrights set forth on the schedules to the IP Security Agreements executed as of Section 8.5the Closing Date, or such later date as set forth in clause (d) above. (fg) Within 60 thirty (30) days of after the Closing Date (or such later date as agreed the Collateral Agent may otherwise agree to by the Agent in its sole discretionwriting), Borrowers the Borrower shall use commercially reasonable efforts to deliver have delivered to the Agent Lenders a Lien Waiver (which may be jointly in favor certificate from the insurance broker of the Agent Loan Parties or other evidence satisfactory to the Lenders that all insurance required to be maintained pursuant to this Agreement is in full force and effect, in each case, in form and substance satisfactory to the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and recordsLenders, and each of which shall be endorsed or otherwise amended to include a loss payable or mortgagee endorsement (iias applicable) and shall name the Collateral Agent, for which the Borrowers do not inform benefit of the Agent promptly after Lenders, as additional insured or loss payee, in form and substance satisfactory to the Closing Date of their intention to vacate such location within six months after the Closing Date.Lenders

Post-Closing Obligations. To the extent not delivered on the Restatement Effective Date, the Credit Parties shall use their commercially reasonable efforts to deliver the following to the Administrative Agent, with respect to the Mortgaged Property and within the time period set forth for each item in this Section 7.16, unless such time period is otherwise extended by the Administrative Agent in its reasonable discretion: (a) Within 5 Business Days no later than 30 days following the Restatement Effective Date, an amended and restated Mortgage encumbering each Existing Mortgaged Property and a Mortgage encumbering each New Mortgaged Property, each duly executed and acknowledged by the applicable Credit Party and each in form and substance reasonably satisfactory to the Collateral Agent; (b) no later than 30 days following the Restatement Effective Date, (i) with respect to each Existing Mortgage Property, a date down endorsement to the existing mortgagee’s title insurance policy or, if not available, a new Mortgage Policy, disclosing no additional liens or title exceptions against the Existing Mortgaged Properties other than Permitted Encumbrances, extending the date of such mortgagee’s title insurance policy to the date of recordation of such amended and restated Mortgage, and providing assurance reasonably satisfactory to the Collateral Agent that the lien on such Existing Mortgaged Property in favor of the Closing Collateral Agent shall continue to have the enforceability and priority in effect immediately prior to the Restatement Effective Date and shall be in form and substance reasonably acceptable to the Collateral Agent and (ii) with respect to each New Mortgaged Property, a Mortgage Policy disclosing no liens or such title exceptions against each New Mortgaged Property other than Permitted Encumbrances and shall be in form and substance reasonably acceptable to the Collateral Agent; (c) no later date as agreed to than 30 days following the Restatement Effective Date, if requested by the Agent Collateral Agent, surveys with respect to the Existing Mortgaged Properties and New Mortgaged Properties in its sole discretionform and substance reasonably satisfactory to the Collateral Agent; (d) no later than 30 days following the Restatement Effective Date, evidence of payment of all applicable filing, documentary, stamp, intangible, mortgage and recording taxes, recording and filing fees, and title insurance premiums and fees in connection with the matters set forth in clauses (a), (b) and (c) above; (e) no later than 30 days following the Borrowers shall deliver Restatement Effective Date, from local counsel to the Company and its Subsidiaries reasonably satisfactory to the Administrative Agent, an opinion addressed to the Administrative Agent, the Collateral Agent evidenceand each of the Lenders, in form and substance reasonably satisfactory to Agent, that the Trademark Assignment Agreement (as defined in Administrative Agent and shall cover the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts lien granted pursuant to the requirements of Section 8.5.Mortgages encumbering the New Mortgaged Properties or the amended and restated Mortgages encumbering the Existing Mortgaged Properties and such other matters incident to the transactions contemplated herein and in the other Credit Documents as the Administrative Agent may reasonably request; and (f) Within 60 no later than 30 days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretion)Restatement Effective Date, Borrowers shall use commercially reasonable efforts to deliver endorsements to the Agent a Lien Waiver (which may be jointly insurance certificates and related schedules in favor of form and substance reasonably acceptable to the Agent and the Revolving Loan Collateral Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (a) Within 5 Business Days of The Borrower shall, as soon as reasonably practicable but in no event later than sixty (60) days after the Closing Date (or such later date as agreed the Lender Representative may reasonably agree) deliver to by the Administrative Agent in its sole discretion)a duly executed Control Agreement with respect to each Collateral Account (except with respect to the Available Cash Account) between the Borrower, the Borrowers shall deliver to Collateral Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officeeach depositary bank at which each such Collateral Account is located. (b) Within 15 No later than one hundred twenty (120) days of after the Closing Date (or such later date as agreed to by the Agent in its sole discretionLender Representative may reasonably agree), the Borrowers Borrower shall use its best efforts to deliver to the Agent an executed joinder from Honeywell Safety Products Administrative Agent, at the Borrower’s expense (Chuzhou) Co. Ltd. unless such expense is reasonably determined by the Borrower to that certain Intercompany Subordination Agreementexceed $100,000, dated as in which case, such expense may be at the option of the Closing Date, among Lenders assumed by the Obligors, Lenders; provided that such assumption shall be irrevocable for the Subsidiaries duration of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion)applicable Data Center Lease/License, the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements be set forth in Section 8.6.2(a). (d) Promptly following writing pursuant to an agreement reasonably acceptable to the Closing DateBorrower and, notwithstanding anything in this Agreement or the other Loan Documents to the contrary, the Borrowers shall use commercially reasonable efforts to record costs and expenses assumed by the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) Lenders and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days expenses of the reasonable request by Agent (or Lenders incurred in connection with such later date as agreed to assumption shall not be reimbursable by the Agent Borrower or its Subsidiaries and shall not in its sole discretion), Obligors will any respect be deemed to be Obligations under this Agreement or the other Loan Documents) one or more duly executed collateral access agreements (in form and substance reasonably acceptable to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeRequired Lenders), in each case, to among the extent AgentBorrower, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Collateral Agent and the Revolving Loan Agent) for each location leased from third party counterparty to a non-Borrower that (i) holds Inventory Data Center Lease/License entered into on or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention prior to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (a) Within 5 Business Days of ninety (90) days after the Original Restatement Closing Date (or such later date as shall be acceptable to the Agent in its sole discretion), confirmation, together with relevant supporting documents, that the Quoted Eurobond Listing has taken place; (b) The Credit Parties shall, (i) in a manner satisfactory to the Agent, cooperate with and assist the Agent, the Lenders and their respective attorneys, officers, employees, representatives, consultants and agents (collectively, the “Reviewing Parties” and each, a “Reviewing Party”) in connection with any Reviewing Party’s regulatory review and due diligence of the Credit Parties’ Program in each state or foreign jurisdiction in which any Credit Party originates or purchases Consumer Loans and/or Credit Card Receivables (including participation interests therein), (ii) review and consider in good faith any issues raised by, or comments, recommendations or guidance from, any Reviewing Party with respect to any such lending program (such issues, comments, recommendations and guidance, collectively, the “Diligence Issues”) and (iii) within 90 days (or such longer period as may be agreed to by the Agent in its sole discretion)) of any Credit Party’s receipt of written notice of any Diligence Issues from a Reviewing Party, the Borrowers shall deliver to Agent evidenceresolve or address any such Diligence Issues, in form and substance each case, in a manner satisfactory to the Agent; (c) The Credit Parties shall deliver, or cause to be delivered to the Agent, that within sixty (60) days after the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Fifth Restatement Closing Date (or such later date as agreed shall be acceptable [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED to by the Agent in its sole discretion), deposit account control agreements executed by the Borrowers shall deliver applicable Credit Party and each depository institution for which such Credit Party maintains deposit and other accounts, each in form and substance reasonably satisfactory to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. in its sole discretion, covering all deposit accounts and other accounts maintained at such depository institution that are not currently subject to that certain Intercompany Subordination Agreement, dated as deposit account control agreements in favor of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.; (cd) Within 30 The Credit Parties shall deliver, or cause to be delivered to the Agent, within thirty (30) days of after the Fifth Restatement Closing Date (or such later date as agreed shall be acceptable to by the Agent in its sole discretion), Intellectual Property Security Agreements executed by the Borrowers applicable Credit Party covering all federally-registered Intellectual Property Rights that are not currently subject to an Intellectual Property Security Agreement in favor of the Agent; (e) The Credit Parties shall deliver deliver, or cause to be delivered to the Agent insurance endorsements satisfying the requirements set forth Agent, prior to purchasing any Consumer Loans (or participation interests in Section 8.6.2(a). (dConsumer Loans) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject pursuant to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent Bank Transaction Documents (or such later date as agreed shall be acceptable to by the Agent in its sole discretion), Obligors will a revised form of Consumer Loan Agreement to be used under such Bank Transaction Documents which provides that (i) all obligations thereunder are “registered obligations” and all instruments issued thereunder (if any) shall be at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations promulgated thereunder and (ii) the first page thereof shall have the following legend: “THIS AGREEMENT SHALL NOT CONSTITUTE A “NEGOTIABLE INSTRUMENT””, which form shall be reasonably satisfactory to the extent applicable Agent and its counsel; and (f) The Credit Parties shall deliver, or cause to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, be delivered to the extent Agent, in its Permitted Discretion within thirty (30) days after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Fifth Restatement Closing Date (or such later date as agreed shall be acceptable to by the Agent in its sole discretion), enter into Deposit Account Control Agreements updated insurance certificates and updated insurance endorsements with respect to any Deposit Accounts pursuant the applicable Credit Parties, in each case, in form and substance reasonably satisfactory to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and evidencing the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value insurance policies and endorsements thereto required to be maintained in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Dateaccordance with Section 8.11.

Post-Closing Obligations. Notwithstanding the conditions precedent set forth in Article 5 or any other provision of this Agreement, the Borrower has informed the Administrative Agent and the Lenders that certain of such items required to be delivered to the Administrative Agent or otherwise satisfied as conditions precedent to the effectiveness of this Agreement will not be delivered to Administrative Agent as of the Closing Date. Therefore, as an accommodation to Borrower (but subject to the other conditions set forth herein), the Administrative Agent and the Lenders have agreed to allow the Borrower to complete such conditions on a post-closing basis. In consideration of such accommodation, Borrower hereby agrees to take, and cause each other Loan Party to take, each of the actions described with respect to the following items (collectively, the “Post-Closing Obligations”), the Borrower shall deliver (or otherwise satisfy) each Post-Closing Obligation to the reasonable satisfaction of the Administrative Agent in the form, manner and time set forth hereunder for such Post-Closing Obligation or within such longer time or different form or manner as the Administrative Agent may reasonably agree. (a) Within 5 Business Days thirty (30) days of the Closing Date (or Date, notwithstanding any contrary requirement for timing of such later date as agreed to by compliance under the Agent in its sole discretion)terms of Section 7.15, the Borrowers Borrower shall deliver cause any entity becoming a Subsidiary of any Loan Party pursuant to Agent evidencethe consummation of the Origin House Acquisition that would constitute a Material Subsidiary under Section 7.15 to comply with all requirements of Section 7.15 (including execution of any joinders, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officegrants or pledges or provision of any documentation required thereunder). (b) Within 15 sixty (60) days of the Closing Date, and subject to the terms of Section 9.6, the Borrower shall use commercially reasonable efforts to establish DACA Agreements in form and substance acceptable to the Administrative Agent over operating Accounts existing as of the Closing Date. (c) Within sixty (60) days of the Closing Date, the Borrower shall deliver to the Administrative Agent an executed OCN Subordination Agreement; provided that if the Administrative Agent does not deliver to the Borrower an initial draft of such OCN Subordination Agreement within five (5) Business Days of the Closing Date, such period shall be extended by the number of days from the Closing Date to the date such initial draft is delivered to the Borrower. (d) Within sixty (60) days of the Closing Date (or such later date as agreed to by the Administrative Agent in its sole discretionmay agree), the Borrowers Borrower shall provide deliver to the Administrative Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in required by Section 8.6.2(a)7.7. (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (aAs promptly as practicable, and in any event within the time periods after the Effective Date specified in this Section 5.01(p) Within 5 Business Days of the Closing Date (or such later date as agreed the Administrative Agent may agree to by the Agent in its sole discretion), the Borrowers Borrower and each other Loan Party, as applicable, shall take the following actions and execute and deliver to Agent evidencethe following documents: (i) no later than thirty (30) days after the Effective Date, certificates of insurance, and related policy endorsements, each in form and substance reasonably satisfactory to the Collateral Agent, naming the Collateral Agent on behalf of the Secured Parties, as an additional insured and/or loss payee, as the case may be, under all insurance policies (including flood insurance policies) maintained with respect to the assets and properties of the Loan Parties that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.constitute Collateral; (bii) Within 15 no later than thirty (30) days of after the Closing Date (or such later date as agreed to by the Agent in its sole discretion)Effective Date, the Borrowers shall deliver to the Collateral Agent the stock certificate(s) of Matrix Design Africa (Pty) Ltd. held by Matrix Design International, LLC representing 65% of the Capital Stock of Matrix Design Africa (Pty) Ltd., accompanied by an undated stock power or instrument of transfer executed joinder from Honeywell Safety Products in blank; (Chuzhouiii) Co. Ltd. to that certain Intercompany Subordination no later than ninety (90) days after the Effective Date, Deposit Account Control Agreements and the Securities Account Control Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (each case to the extent applicable defined pursuant to such jurisdiction) sign and deliver to Agent an Intellectual Property the Security Agreement with respect and duly executed by the appropriate parties; (iv) no later than ninety (90) days after the Effective Date, to such Intellectual Property and commence the process of and use extent obtainable after using commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeefforts, landlord waivers and collateral access agreements, in each case, to the extent required under the Security Agreement and duly executed by the appropriate parties. Notwithstanding anything to the contrary in this Agreement, if the Borrower shall fail to obtain the landlord waivers and collateral access agreements within the specified time period, after using commercially reasonable efforts to do so, the Borrower shall have no further obligation to execute and deliver to the Collateral Agent the same and the covenant set forth in this Section 5.01(p)(iv) with respect to such landlord waivers and collateral access agreements shall be deemed to be satisfied by the Borrower. The Borrower shall promptly, upon request, provide the Collateral Agent with a report in reasonable detail summarizing the commercially reasonable efforts undertaken to obtain the landlord waivers and collateral access agreements referenced in this Section 5.01(p)(iv); and (v) no later than ninety (90) days after the Effective Date, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages and leasehold deeds of trust, in substantially the form of Exhibit H hereto (with such changes as may be satisfactory to the Collateral Agent and its counsel, or otherwise necessary to account for local law matters) and covering the properties listed on Schedule 1.01(c) (together with each other mortgage delivered pursuant to Section 5.01(i), in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem necessary or desirable in order to create a valid first and subsisting Lien, subject to Permitted Liens, Permitted Encumbrances and Pari Passu Liens, on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and other fees in connection therewith have been paid, (B) with respect to the properties listed on Schedule 5.01(p)(v)(B), fully paid American Land Title Association Loan Policies of Title Insurance, in standard form, or such other form reasonably acceptable to the Collateral Agent (the “Mortgage Policies”) covering the applicable Loan Party’s title and interest in the surface rights on which active facilities are located with endorsements and in amounts acceptable to the Collateral Agent, in its Permitted Discretion after consultation with Borrower issued, coinsured and reinsured by title insurers acceptable to the Collateral Agent, determines insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Liens, Permitted Encumbrances and Pari Passu Liens, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Collateral Agent may deem necessary or desirable, (C) with respect to the properties listed on Schedule 5.01(p)(v)(B), (1) American Land Title Association/American Congress on Surveying and Mapping form surveys, of the immediate surface area surrounding the opening of each active Mine and active Mining Facilities, which surface area is approved by the Collateral Agent, showing all plants, significant buildings and other major improvements, any major off-site improvements, encroachments, if any, and (2) “boundary” surveys, which may be produced by orthophotography, photogrammetric mapping, laser scanning or other similar mechanism, of the remainder of the surface Mortgaged Property in the vicinity of above-ground improvements at each Mine, and in the case of the foregoing clauses (1) and (2), for which all necessary fees (where applicable) have been paid, and dated no more than 60 days before the effective date of such Mortgage, certified to the Collateral Agent and the issuer of the Mortgage Policies in a manner satisfactory to the Collateral Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Collateral Agent, and in any case sufficient for the issuer of the Mortgage Policies to remove the standard survey exception from such Mortgage Policies, (D) a certificate executed by a Responsible Officer of the Borrower summarizing, in reasonable detail, the current and historical practices of the Borrower and its Subsidiaries with respect to obtaining title opinion letters for its mining tracts, along with an exhibit containing representative title opinion letters previously obtained by the Borrower or its Subsidiaries with respect to mining tracts within their active Mining Facilities (such summary, together with such exhibit, the “Title Practices Certificate”), which Title Practices Certificate shall be in form and substance reasonably acceptable to the Collateral Agent, (E) to the extent obtainable after using commercially reasonable efforts, estoppel and consent agreements executed by each of the lessors of the leased real properties listed on Schedule 5.01(p)(v)(E), along with (1) a memorandum of lease in recordable form with respect to such leasehold interest, executed and acknowledged by the owner of the affected real property, as lessor, or (2) evidence that the costs applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary or desirable, in the Collateral Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, or (3) if such leasehold interest was acquired or subleased from the holder of a recorded leasehold interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form satisfactory to the Obligors of doing so do not materially outweigh the benefits afforded Collateral Agent. Notwithstanding anything to the Lenders. (e) Within 60 days of contrary in this Agreement, if the Closing Date (Borrower shall fail to obtain the estoppel and consent agreement or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements accompanying documents with respect to any Deposit Accounts pursuant to such real property lease within the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion)specified time period, Borrowers shall use after using commercially reasonable efforts to do so, the Borrower shall have no further obligation to execute and deliver to the Collateral Agent the same and the covenant set forth in this Section 5.01(p)(v)(E) with respect to such estoppel and consent agreement and accompanying documents shall be deemed to be satisfied by the Borrower. The Borrower shall promptly, upon request, provide the Collateral Agent with a Lien Waiver report in reasonable detail summarizing the commercially reasonable efforts undertaken to obtain the estoppel and consent agreements referenced in this Section 5.01(p)(v)(E), (which may be jointly in favor F) evidence of the Agent and insurance required by the Revolving Loan Agentterms of the Mortgages, (G) for a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each location leased from a non-Borrower that (i) holds Inventory or Equipment surface parcel of an aggregate value Mortgaged Property covered by such Mortgage, and, in excess of $1,000,000 or is the principal location event any portion of a Mortgaged Property includes a structure with at least two walls and a roof or a building in the course of construction (each, a “Building”) and, as shown in the related flood hazard determination, such Building is located in a special flood hazard area (a “Flood Hazard Property”), then (1) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower’s books and records, and (ii2) evidence of flood insurance on such terms and in such amounts as required by the Flood Disaster Protection Act (as amended) reasonably satisfactory to the Collateral Agent, or a certificate from the Borrower that such Mortgaged Property does not include a Building or Buildings, which certificate shall be in a form reasonably satisfactory to the Collateral Agent; the Borrower shall provide not less than 45 days’ prior written notice to the Collateral Agent (which shall in turn promptly notify the Secured Parties) of any proposed execution and delivery of a Mortgage and, with respect to a Flood Hazard Property, shall have obtained confirmation from each Secured Party that such Secured Party’s flood due diligence and flood insurance requirements have been met, (H) valuation reports and evidence of book value with respect to Mortgaged Properties reasonably acceptable to the Collateral Agent and, if such valuation reports are not reasonably satisfactory to the Collateral Agent, at the request of the Collateral Agent, an appraisal of each of the properties described in the Mortgages complying with the requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, which appraisals shall be from a Person acceptable to the Lenders, (I) [intentionally omitted], (J) UCC financing statements, including without limitation, UCC fixture filings and As-Extracted Collateral (as defined in the Security Agreement) filings on the Mortgaged Properties in form appropriate for filing under the UCC of all jurisdictions that the Administrative Agent or the Collateral Agent may deem necessary or desirable in order to perfect the Liens created under the Mortgages, (K) favorable opinions of local counsel for the Loan Parties, (1) in states in which the Borrowers Mortgaged Properties are located, with respect to the enforceability and perfection of all Mortgages covering the Mortgaged Properties and any related fixture and filings covering As-Extracted Collateral (as defined in the Security Agreement), substantially in the form of Exhibit I hereto and otherwise in form and substance reasonably satisfactory to the Collateral Agent, and (2) in states in which the Loan Parties party to the Mortgages are organized or formed, that the relevant mortgagor is validly existing and in good standing, corporate power, due authorization, execution and delivery, no conflicts and no consents of such Loan Parties in the granting of the Mortgages, in form and substance reasonably satisfactory to the Collateral Agent, and such other opinions of counsel as the Collateral Agent shall reasonably request in form reasonably acceptable to the Collateral Agent relating to the delivery of such Mortgage, (L) evidence that all other action that the Administrative Agent or the Collateral Agent may deem necessary or desirable in order to create valid first and subsisting Liens, excluding Permitted Liens, Permitted Encumbrances and Pari Passu Liens, on the property described in the Mortgages has been taken that the Administrative Agent or the Collateral Agent may reasonably deem necessary or desirable in order to perfect and protect the Liens created thereby, and (M) to the extent obtainable after using commercially reasonable efforts, such other consents, agreements and confirmations of lessors and third parties as the Administrative Agent or the Collateral Agent may deem necessary or desirable and evidence that all other actions that the Administrative Agent or the Collateral Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the Mortgaged Property has been taken. Notwithstanding anything to the contrary in this Agreement, if the Borrower shall fail to obtain such other consents, agreements and confirmations of lessors and third parties within the specified time period, after using commercially reasonable efforts to do so, the Borrower shall have no further obligation to execute and deliver to the Collateral Agent the same and the covenant set forth in this Section 5.01(p)(v)(M) with respect to such other consents, agreements and confirmations of lessors and third parties shall be deemed to be satisfied by the Borrower. The Borrower shall promptly, upon request, provide the Collateral Agent with a report in reasonable detail summarizing the commercially reasonable efforts undertaken to obtain such other consents, agreements and confirmations of lessors and third parties referenced in this Section 5.01(p)(v)(M). The time periods set forth in this Section 5.01(p) may be extended upon the request of the Borrower, if the Borrower and the Loan Parties are diligently pursuing same, in the sole discretion of the Administrative Agent; provided that, if the Administrative Agent agrees to extend any of the time periods set forth in this Section 5.01(p) it shall provide a notice to the Lenders to inform them of its decision. The requirements of Section 5.01(p) shall not inform the Agent promptly after the Closing Date of their intention apply to vacate such location within six months after the Closing Dateany Excluded Assets or Excluded Property.

Post-Closing Obligations. (a) Within 5 Business Days On the date hereof, Tenant has deposited in an account with Lender at the direction of Landlord the Closing Date following amounts (or such later date as agreed to by the Agent in its sole discretion)account, the Borrowers “Remediation Escrow”) which shall deliver secure the obligation of Tenant to Agent evidencecomplete the Post-Closing Remediation described in Exhibit “G-1” attached hereto for the Relevant Premises listed next to each such amount: Bluffton Premises Remediation $ 10,500 Milan Premises Remediation $ 21,000 The Remediation Escrow shall be held and disbursed as set forth in this Paragraph 37. The Remediation Escrow shall not be commingled with other funds of Landlord or other Persons, in form shall bear interest at the “day-in, day-out” passbook rate of interest, and substance satisfactory to Agent, that interest thereon shall accrue for the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officeaccount of Tenant. (b) Within 15 days of Tenant covenants and agrees to complete the Post Closing Date (or such later date as agreed to Repairs and Remediation by the Agent applicable date specified in its sole discretion)Exhibit “G-1” and Exhibit “G-2” for the referenced items, subject to Force Majeure and in accordance with the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as relevant provisions of the Closing Date, among the Obligors, the Subsidiaries Paragraphs 12 and 13 of the Obligors and Agentthis Lease. (c) Within 30 thirty (30) days following the date on which Landlord receives evidence satisfactory to Landlord that the remediation for the applicable Related Premises has been completed (which shall include evidence of payment in full and lien releases), Landlord shall release to Tenant the portion of the Closing Date (or Remediation Escrow for such later date as agreed to by the Agent in its sole discretion)remediation, the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a)provided that no Event of Default then exists. (d) Promptly following If, at any time prior to the Closing Daterelease in full of the Remediation Escrow, the Borrowers an Event of Default shall have occurred and be continuing, Landlord shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days proceeds of the reasonable request by Agent (or such later date as agreed Remediation Escrow to by the Agent in extent required to satisfy the Post Closing Remediation and be entitled, at its sole discretion), Obligors will to apply any remaining balance in payment of any Rent or other charges which have not been made pursuant to this Lease and any other sums due to Landlord in connection with any default or the curing thereof, including, without limitation, any damages incurred by Landlord by reason of such default. Tenant acknowledges and agrees that such proceeds shall not constitute assets or funds of Tenant or its estate, or be deemed to be held in trust for Tenant, but shall be, for all purposes, the property of Landlord (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each caseor Lender, to the extent Agentassigned), subject to subparagraph (c) above. Tenant further acknowledges and agrees that (1) Landlord’s application of the proceeds of the Remediation Escrow towards the payment of Basic Rent, Additional Rent or the reduction of any damages due Landlord in accordance with Paragraph 23 of this Lease, constitutes a fair and reasonable use of such proceeds, and (2) the application of such proceeds by Landlord towards the payment of Basic Rent, Additional Rent or any other sums due under this Lease shall not constitute a cure by Tenant of the applicable default provided that an Event of Default shall not exist if Tenant restores the Remediation Escrow to its Permitted Discretion after consultation full amount then required within five (5) days and in accordance with Borrower Agentthe requirements of this Paragraph 36, determines so that the costs to then required amount of the Obligors of doing so do not materially outweigh the benefits afforded to the LendersRemediation Escrow shall be again on deposit with Landlord. (e) Within 60 days Landlord shall have the right to designate Lender or any other holder of a Mortgage as the holder of the Closing Date (or such later date as agreed to by Remediation Escrow during the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days term of the Closing Date (or applicable Loan who shall have all of the rights and obligations of Landlord under this Paragraph 37. Tenant covenants and agrees to execute such later date agreements, consents and acknowledgments as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor requested by Landlord from time to time to change the holder of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateRemediation Escrow as hereinabove provided.

Post-Closing Obligations. (a) Within 5 Business Days On the date hereof, Tenant has deposited in an account with Lender at the direction of Landlord the Closing Date following amounts (or such later date as agreed to by the Agent in its sole discretion)account, the Borrowers “Repair/Remediation Escrow”) which shall deliver secure the obligation of Tenant to Agent evidencecomplete the Post-Closing Repairs and Remediation described in Exhibit “G-1 and Exhibit “G-2” attached hereto for the Relevant Premises listed next to each such amount: Granite City Premises Repairs $ 212,850 Clinton Premises Repairs $ 73,365 Granite City Premises Remediation $ 3,000 The Repair/Remediation Escrow shall be held and disbursed as set forth in this Paragraph 37. The Repair/Remediation Escrow shall not be commingled with other funds of Landlord or other Persons, in form shall bear interest at the “day-in, day-out” passbook rate of interest, and substance satisfactory to Agent, that interest thereon shall accrue for the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officeaccount of Tenant. (b) Within 15 days of Tenant covenants and agrees to complete the Post Closing Date (or such later date as agreed to Repairs and Remediation by the Agent applicable date specified in its sole discretion)Exhibit “G-l” and Exhibit “G-2” for the referenced items, subject to Force Majeure, and in accordance with the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as relevant provisions of the Closing Date, among the Obligors, the Subsidiaries Paragraphs 12 and 13 of the Obligors and Agentthis Lease. (c) Within 30 thirty (30) days following the date on which Landlord receives evidence satisfactory to Landlord that the repairs or remediation for the applicable Related Premises has been completed (which shall include evidence of payment in full and lien releases), Landlord shall release to Tenant the portion of the Closing Date (Repair/Remediation Escrow for such repairs or such later date as agreed to by the Agent in its sole discretion)remediation, the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a)provided that no Event of Default then exists. (d) Promptly following If, at any time prior to the Closing Daterelease in full of the Repair/Remediation Escrow, the Borrowers an Event of Default shall have occurred and be continuing, Landlord shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days proceeds of the reasonable request by Agent (or such later date as agreed Repair/Remediation Escrow to by the Agent in extent required to satisfy the Post-Closing Repairs and Remediation, and be entitled, at its sole discretion), Obligors will to apply any remaining balance in payment of any Rent or other charges which have not been made pursuant to this Lease and any other sums due to Landlord in connection with any default or the curing thereof, including, without limitation, any damages incurred by Landlord by reason of such default. Tenant acknowledges and agrees that such proceeds shall not constitute assets or funds of Tenant or its estate, or be deemed to be held in trust for Tenant, but shall be, for all purposes, the property of Landlord (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each caseor Lender, to the extent Agentassigned) subject to subparagraph (c) above. Tenant further acknowledges and agrees that (1) Landlord’s application of the proceeds of the Repair/Remediation Escrow towards the payment of Basic Rent, Additional Rent or the reduction of any damages due Landlord in accordance with Paragraph 23 of this Lease, constitutes a fair and reasonable use of such proceeds, and (2) the application of such proceeds by Landlord towards the payment of Basic Rent, Additional Rent or any other sums due under this Lease shall not constitute a cure by Tenant of the applicable default provided that an Event of Default shall not exist if Tenant restores the Repair/Remediation Escrow to its Permitted Discretion after consultation full amount then required within five (5) days and in accordance with Borrower Agentthe requirements of this Paragraph 36, determines so that the costs to then required amount of the Obligors of doing so do not materially outweigh the benefits afforded to the LendersRepair/Remediation Escrow shall be again on deposit with Landlord. (e) Within 60 days Landlord shall have the right to designate Lender or any other holder of a Mortgage as the holder of the Closing Date (or such later date as agreed to by Repair/Remediation Escrow during the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days term of the Closing Date (or applicable Loan who shall have all of the rights and obligations of Landlord under this Paragraph 37. Tenant covenants and agrees to execute such later date agreements, consents and acknowledgments as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor requested by Landlord from time to time to change the holder of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateRepair/Remediation Escrow as hereinabove provided.

Post-Closing Obligations. (a) Within 5 Deliver to the Administrative Agent and/or the Collateral Agent, as applicable, no later than the Merger Effective Time all of the following: (i) the Guarantee, duly executed by the Parent, the Company and each Guarantor; (ii) the Perfection Certificate; (iii) the Collateral Agreement, duly executed by the Parent, the Company and each Guarantor, together with, and subject to the proviso in this clause (iii), to the extent required to be pledged under the terms of the Collateral Agreement, certificates, if any, representing the equity interests in each Wholly Owned Subsidiary (and other than to the extent that such equity interests constitute Excluded Assets), accompanied by undated stock powers executed in blank (or stock transfer forms, as applicable) and instruments evidencing the Pledged Debt Securities (as defined in the Collateral Agreement) indorsed in blank (or instrument of transfer, as applicable); provided that, in the event Neogen is unable to obtain the foregoing certificates and stock powers and/or instruments evidencing Pledged Debt Securities after having used commercially reasonable efforts to do so at least 3 Business Days of prior to the Closing Date Merger Effective Time, such certificates and stock powers or instruments evidencing Pledged Debt Securities shall be delivered no later than 15 days after the Merger Effective Time (or such later date as agreed the Administrative Agent may agree in its discretion); copies of financing statements, filed or duly prepared for filing under the Uniform Commercial Code in all applicable United States jurisdictions that the Collateral Agent may deem reasonably necessary in order to perfect and protect the Liens on assets of each Loan Party created under the Collateral Agreement, covering the Collateral described in the Collateral Agreement; and all other documents and instruments, if any, required by this Agreement (subject to Section 6.9(h)) to create and perfect the Collateral Agent’s security interests in the Collateral shall have been executed by each applicable Loan Party, and filed or delivered to the Collateral Agent and in proper form for filing in accordance with applicable Law; (iv) an Intellectual Property Security Agreement, duly executed by the Collateral Agent and each Loan Party that owns intellectual property that is required to be pledged in accordance with the Collateral Agreement; (v) a certificate of the each Loan Party, dated as of the date of the Merger Effective Time executed by a secretary, assistant secretary or other senior officer (as the case may be) thereof, which shall (A)(1) certify that attached thereto is a true and complete copy of the resolutions or written consents of its sole discretionshareholders, board of directors, board of managers, members or other governing body authorizing the entry into the Loan Documents to which it is a party and, in the case of the Borrowers, the Borrowings, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect, (2) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party on the Merger Effective Time, (3) certify that attached thereto is a true and complete copy of the certificate or articles of incorporation or organization (or memorandum of association or other equivalent thereof) of such Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management, partnership or similar document or certify that there have been no changes to the certificate provided pursuant to Section 5.1(d), and such certificate remains true, correct and complete on the Borrowers Merger Effective Time and (4) attach a certificate of good standing (or equivalent), if available in the applicable jurisdiction, dated as of a recent date from the Company’s jurisdiction of organization; (vi) an opinion of (i) Weil, Gotshal & M▇▇▇▇▇ LLP, counsel to the Loan Parties, (ii) an opinion of G▇▇▇▇▇ R▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, special Nebraska counsel to the Loan Parties and (iii) an opinion of H▇▇▇▇▇▇▇ LLP, special Michigan counsel to the Loan Parties, each in customary form; and (vii) the Administrative Agent shall deliver to Agent evidence, in form and substance have received evidence satisfactory to Agent, it that the Trademark Assignment Parent has paid in full all outstanding loans under the Existing Credit Agreement and that the Existing Credit Agreement has been terminated and is of no further force and effect (as defined in other than the Purchase Agreement) and provisions that by the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officeexpress terms thereof survive termination thereof). (b) Within 15 days of Comply with each requirement set forth on Schedule 6.12(b) on or before the Closing Date date specified for such requirement (or such later date as agreed to by the Administrative Agent may agree in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (a) Within 5 Business Days of The Borrower shall, as soon as reasonably practicable but in no event later than sixty (60) days after the Closing Date (or such later date as agreed the Lender Representative may reasonably agree) deliver to by the Administrative Agent in its sole discretion)a duly executed Control Agreement with respect to each Collateral Account (except with respect to the Available Cash Account) between the Borrower, the Borrowers shall deliver to Collateral Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officeeach depositary bank at which each such Collateral Account is located. (b) Within 15 No later than one hundred twenty (120) days of after the Closing Date (or such later date as agreed to by the Agent in its sole discretionLender Representative may reasonably agree), the Borrowers Borrower shall use its best efforts to deliver to the Agent an executed joinder from Honeywell Safety Products Administrative Agent, at the Borrower’s expense (Chuzhou) Co. Ltd. unless such expense is reasonably determined by the Borrower to that certain Intercompany Subordination Agreementexceed $100,000, dated as in which case, such expense may be at the option of the Closing Date, among Lenders assumed by the Obligors, Lenders; provided that such assumption shall be irrevocable for the Subsidiaries duration of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion)applicable Data Center Lease/License, the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements be set forth in Section 8.6.2(a). (d) Promptly following writing pursuant to an agreement reasonably acceptable to the Closing DatePledgor and, notwithstanding anything in this Agreement or the Loan Documents to the contrary, the Borrowers shall use commercially reasonable efforts to record costs and expenses assumed by the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) Lenders and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days expenses of the reasonable request by Agent (or Lenders incurred in connection with such later date as agreed to assumption shall not be reimbursable by the Agent Pledgor or its Subsidiaries and shall not in its sole discretionany respect be deemed to be Obligations under this Agreement, the Credit Agreement or the Loan Documents), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeone or more duly executed collateral access agreements, in each case, between the Pledgor, the Collateral Agent and each third party counterparty to a Data Center Lease/License with respect to each Data Center Lease/License that has not been assigned or otherwise transferred to the extent AgentProject. Notwithstanding anything in the foregoing Article V, no failure to comply with the covenants set forth in its Permitted Discretion after consultation with Borrower Agent, determines that the costs this Article V prior to the Obligors Closing Date shall be deemed to constitute an Event of doing so do not materially outweigh Default hereunder if such failure arises solely from a circumstance that is or will be cured upon the benefits afforded to the Lenders. (e) Within 60 days occurrence of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5Article IV. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (a) Within 5 Business Days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the The Borrowers shall deliver use their best efforts to Agent evidencecause the delivery to Lead Arranger, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement within seven (as defined in the Purchase Agreement7) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion)Date, the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreementcounterparts of each Mortgage, dated as of the Closing Datedate hereof, among duly executed and delivered by the Obligorsapplicable Obligor, the Subsidiaries of the Obligors and Agent.together with (ca) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following On the Closing Date, the Borrowers shall cause an amount equal to $5,000,000 of the Term Loans to be deposited into the Escrow Account. The Borrowers shall use commercially reasonable their best efforts to record cause the assignment of all material foreign Trademarks and Patents assigned Existing Seller Notes to US Footwear under the Trademark Assignment Agreement be repaid in an amount no greater than $5,000,000 (as defined in the Purchase Agreementplus accrued interest) and the Patent Assignment Agreement within fifteen (as defined in the Purchase Agreement15) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date with funds contained in the Escrow Account; provided that if, on the date that is fifteen (15) days after the Closing Date, the Existing Seller Notes shall remain outstanding, the Administrative Agent shall have the right, but not the obligation to repay the Existing Seller Notes with funds contained in the Escrow Account. (b) evidence of the completion (or such later date as agreed to by satisfactory arrangements for the Agent in its sole discretion), enter into Deposit Account Control Agreements completion) of all recordings and filings of each Mortgage with respect to any Deposit Accounts pursuant the properties located in Sioux City, Iowa and Alvarado, Texas to create a valid, perfected first priority Lien against such properties, subject to Liens permitted under Section 7.2.3; (c) mortgagee’s title insurance policies in favor of the Administrative Agent for the benefit of the Secured Parties in amounts and in form and substance and issued by insurers, satisfactory to the Lead Arranger, with respect to the property purported to be covered by each Mortgage, insuring that title to such property is marketable and that the interests created by each Mortgage constitute valid first Liens thereon free and clear of all defects and encumbrances other than Liens permitted under Section 7.2.3 or as otherwise approved by the Lead Arranger, and such policies shall also include, if requested by the Administrative Agent, a current survey reading, and, if required by the Lead Arranger and if available, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic’s lien endorsement and such other endorsements as the Lead Arranger shall reasonably request and shall be accompanied by evidence of the payment in full of all premiums thereon; and (d) such other approvals, opinions, or documents as the Lead Arranger may request in form and substance satisfactory to the Lead Arranger including consents and estoppel agreements from landlords (other than with respect to leasehold property located in Fort Worth, Texas and Canton, Illinois), in form and substance reasonably satisfactory to the Lead Arranger and the title insurer, and a real estate appraisal for each such property prepared in accordance with the requirements of Section 8.5. the Financial Institutions Reform Recovery and Enforcement Act of 1989 and the regulations promulgated thereunder. With respect to any fee interest acquired by the Borrower after the Closing Date in the leased portion of the real property upon which the ▇▇▇▇▇▇▇▇ Facility is located, the Borrowers shall deliver the items identified in subsections (fa), (b) Within 60 and (c) hereof with respect to such fee interest within thirty (30) days of such acquisition. The Borrowers hereby covenant to use their best efforts to cause the delivery, within thirty (30) days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion)Date, Borrowers shall use commercially reasonable efforts to deliver with respect to the Agent a Lien Waiver (which may be jointly in favor leased portion of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for real property upon which the Borrowers do not inform ▇▇▇▇▇▇▇▇ Facility is located, a Landlord Consent Agreement substantially in the Agent promptly after the Closing Date form of their intention to vacate such location within six months after the Closing Date.Exhibit L.

Post-Closing Obligations. (a) Within 5 Business Days The Borrower shall satisfy each of the Closing Date conditions below to the reasonable satisfaction of the Administrative Agent, in each case, by no later than the date specified for such condition below (or such later date as agreed to by the Administrative Agent shall agree in its sole discretion)): (a) within 5 days after the Closing Date, the Borrowers Administrative Agent shall deliver have received (A) the certificates, if any, representing the shares of Capital Stock pledged to the Administrative Agent evidence(for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, and (B) each promissory note (if any) pledged to the Administrative Agent (for the benefit of the Secured Parties) pursuant to the Guarantee and Collateral Agreement, endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; (b) within 90 days after the Closing Date, the Administrative Agent shall have received Control Agreements, in form and substance reasonably satisfactory to the Administrative Agent, duly executed by each applicable Loan Party and the applicable financial institution, with respect to all Deposit Accounts and Securities Accounts (other than Excluded Accounts (as defined in the Guarantee and Collateral Agreement)) of the Loan Parties; (c) within 30 days after the Closing Date, the Administrative Agent shall have received the Global Intercompany Note, in form and substance reasonably satisfactory to the Administrative Agent; (d) within 10 days after the Closing Date, the Administrative Agent shall have received insurance certificates and endorsements satisfying the requirements of Section 6.6 hereof and Section 5.2(b) of the Guarantee and Collateral Agreement, in form and substance satisfactory to the Administrative Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.; and (be) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following after the Closing Date, the Borrowers Borrower shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use have used commercially reasonable efforts to deliver to the Administrative Agent a Lien Waiver (which may be jointly in favor landlord’s agreements or bailee letters, as applicable, from the lessor of the Agent Borrower’s corporate headquarters and the Revolving Loan Agent) for each leased property or other location leased from where Collateral having a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 5,000,000 is stored or is located (other than Group Member customer locations), which agreement or letter shall contain a waiver or subordination of all Liens or claims that the principal location of a Borrower’s books and recordslandlord or bailee may assert against the Collateral at that location, and (ii) for which shall otherwise be reasonably satisfactory in form and substance to the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateAdministrative Agent.

Post-Closing Obligations. (a) Within 5 Business Days From and after the Closing Date, Seller shall have no obligation of any kind concerning the Loan except of Seller’s obligations set forth in this Agreement and the Closing Documents, except that upon the reasonable request of Buyer at any time within ninety (90) calendar days following the Closing Date, Seller will execute, acknowledge and/or deliver such additional Loan Documents, assignments, transfers and confirmations as are reasonably required to evidence or confirm the assignment and transfer of the Loan to Buyer without representation or warranty of any kind from Seller. Notwithstanding the foregoing, it is expressly understood that, other than the Closing Date (or such later date as agreed Documents, Buyer is responsible for preparing all documents that are necessary to by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, secure, perfect or otherwise reflect Buyer’s rights, title and interest in form and substance satisfactory to Agentthe Loan and Loan Documents, that the Trademark Assignment Agreement including, without limitation, assignments of financing statements (as defined UCC-3). Buyer will reimburse Seller for Seller’s reasonable out-of-pocket expenses incurred in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officecomplying with this Section 3.4. (b) Within 15 days of the Closing Date (or such later date as agreed All assignments, transfers and confirmations requested by Buyer pursuant to Section 3.4(a) shall be substantially completed by the Agent Buyer and shall be in its sole discretion), the Borrowers shall deliver a form that is reasonably acceptable to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and AgentSeller. (c) Within 30 days of As soon as practicable after the Closing Date and upon Buyer’s reasonable request, Seller will (i) prepare and execute all documents that are required to substitute Buyer as a party in or such later date as agreed to by any litigation, foreclosure, or trustee’s sale regarding the Agent in its sole discretion)Loan; and (ii) direct Seller’s counsel to cooperate with Buyer’s counsel to substitute the attorneys of record for any litigation, foreclosure or trustee’s sale regarding the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a)Loan. (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement Buyer is responsible for recording (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined costs associated with recording) any necessary documents to evidence, secure or otherwise reflect its right, title and interest in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (and to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeLoan. IN NO EVENT SHALL SELLER BE LIABLE FOR BUYER’S FAILURE TO PROPERLY RECORD ANY DOCUMENTS THAT ARE NECESSARY TO EVIDENCE, in each caseSECURE OR OTHERWISE REFLECT BUYER’S RIGHT, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the LendersTITLE AND INTEREST IN AND TO THE LOANS. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (aA) Within 5 Business Days of After the Closing Date (or such later date as agreed to by the Agent in its Closing, Seller shall at Seller’s sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined cost construct those tenant improvements in the Purchase AgreementBuilding in Suite 306 South for ▇▇. ▇▇▇▇▇▇ (but only in the event that Buyer elects to close prior to the Required Tenant Improvements Completion Date) and in Suite 404 North for Doctors Obermeir, Addeltein and Associates (the Patent Assignment Agreement (as defined in the Purchase Agreement“Tenant Improvements”) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5the respective leases with such tenants and Seller shall also pay any leasing commissions in connection with such leases. The Tenant Improvements shall be constructed in a good and workmanlike manner, and in accordance with all applicable laws, rules and regulations. To the extent that the plans for the Tenant Improvements for Suite 404 North have not been approved by Seller pursuant to the lease prior to the expiration of the Due Diligence Period, after the end of the Due Diligence Period, Buyer shall have the right to review and approve such plans in its reasonable discretion; provided that such review and approval shall be in accordance with the lease. All contractors and subcontractors engaged by Seller to construct the Tenant Improvements shall be properly licensed and carry insurance in such forms and amounts as are commercially reasonable, including but not limited to general liability insurance, ▇▇▇▇▇▇▇’▇ compensation insurance, employer’s liability insurance, and builder’s risk insurance. To the extent that the contracts for construction of the Tenant Improvements for Suite 404 North have not been entered into prior to the expiration of the Due Diligence Period, after the end of the Due Diligence Period, Buyer shall have the right to approve all contractors and subcontractors, which approval shall not be unreasonably withheld, conditioned or delayed, and shall be otherwise in accordance with the lease. Buyer hereby agrees that The King Company is an acceptable contractor. Seller shall be responsible for obtaining any and all permits required in connection with the Tenant Improvements; provided that Buyer shall reasonably cooperate with Seller, at no cost or expense to Buyer, in connection with Seller obtaining such permits. Seller shall obtain lien waivers from all contractors and subcontractors in connection with the construction of the Tenant Improvements on such forms and at such times as Buyer requires. Seller shall cause any and all warranties related to the Tenant Improvements to be assigned to Buyer, except to the extent that such warranties are required to be assigned to the tenants pursuant to the leases. Seller shall not permit any mechanic’s liens to be filed against the Property for any work performed, materials furnished, or obligation incurred by Seller in connection with the Tenant Improvements. If such a lien is filed, then Seller shall, within thirty (30) days after it has received notice of the filing, pay or otherwise discharge the lien. If Seller fails to timely take such action, then Buyer may, at its election, pay the lien claim without inquiry as to the validity thereof, and any amounts so paid, plus Buyer’s expenses and an administrative fee equal to fifteen percent (15%) of the amount paid, shall be paid by Seller to Buyer within ten (10) days after Buyer has delivered to Seller an invoice therefor. Seller agrees to indemnify, defend and hold Buyer’s Indemnified Parties harmless from and against any and all liabilities, liens, claims, damages, costs, expenses, suits or judgments paid or incurred by any of Buyer’s Indemnified Parties and all expenses related thereto, including, without limitation, court costs and reasonable attorneys’ fees, arising out of or in any way connected or related to the Tenant Improvements. (fB) Within 60 days Seller represents to Buyer that the tenant improvement allowance for Suite 306 South is Forty-One Thousand and No/100 Dollars ($41,000.00) (the “Suite 306 Allowance”), and the tenant improvement allowance for Suite 404 North is Seventy-Four Thousand One Hundred Ninety and No/100 Dollars ($74,190.00) (the “Suite 404 Allowance”; the Suite 306 Allowance and the Suite 404 Allowance will hereinafter be collectively referred to as the “Allowance”). In the event that Buyer elects to close prior to the Required Tenant Improvements Completion Date, at Closing, Seller shall deposit with the Escrow Agent a sum equal to one hundred twenty-five percent (125%) of the cost to construct the remaining Tenant Improvements in Suite 306 South (the “Escrowed Sum”), which Escrowed Sum shall be held and disbursed in accordance with an escrow agreement mutually acceptable to Seller and Buyer, which shall be agreed upon during the Due Diligence Period (the “Tenant Improvements Escrow Agreement”), which shall provide, without limitation, for a mechanism for draws to pay for such Tenant Improvements. The remaining balance of any deposits paid by the tenant toward the cost of the Tenant Improvements in Suite 306 South shall also be deposited in escrow at Closing Date to be held as part of the Escrowed Sum. Seller and Buyer shall reasonably agree on the cost to construct the remaining Tenant Improvements in Suite 306 South and a milestone schedule for completion of the remaining Tenant Improvements in Suite 306 South (the “Schedule”) within three (3) business days prior to Closing. In the event that Seller fails to complete the Tenant Improvements in Suite 306 South within the time periods set forth in the Schedule, Buyer shall have the right, at its option, to either (i) draw on the Escrowed Sum and complete the Tenant Improvements in Suite 306 South on behalf of Seller, in which event Seller shall promptly reimburse Buyer for any and all costs and expenses incurred by Buyer which are in excess of the Escrowed Sum; or such later date (ii) bring an action for specific performance against Seller. In all events, Seller shall indemnify, defend and hold Buyer’s Indemnified Parties harmless from and against any and all liabilities, liens, claims, damages, costs, expenses, suits or judgments paid or incurred by any of Buyer’s Indemnified Parties and all expenses related thereto, including, without limitation, court costs and reasonable attorneys’ fees, arising out of or in any way connected or related to the failure of Seller to complete the Tenant Improvements in Suite 306 South within the time periods set forth in the lease. (C) Notwithstanding any other provision herein to the contrary, a portion of the funds due to Seller at Closing pursuant to Section 7 above shall be placed into escrow at Closing in the amount of Three Hundred Thousand and No/100 Dollars ($300,000.00) (“Escrow Holdback”), which Escrow Holdback shall be held and disbursed in accordance with an escrow agreement mutually acceptable to Seller and Buyer, as agreed to by upon during the Agent in its sole discretionDue Diligence Period (the “Escrow Holdback Agreement”), Borrowers . The Escrow Holdback Agreement shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower provide that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location Escrow Holdback shall be released to Seller upon receipt by Buyer of a Borrower’s books fully executed Commencement Date/Premises Acceptance Memorandum (in the form attached to the lease for Suite 404 North as Exhibit F) from the tenant of Suite 404 North indicating that all Tenant Improvements in Suite 404 North have been completed in accordance with the lease and records, and that the tenant has taken occupancy of Suite 404 North; (ii) for which the Borrowers do not inform Buyer Retained Escrow Holdback (as defined below) shall be released to Buyer upon the Agent promptly after earlier of July 31, 2010, or receipt by Buyer of a notice from the Closing Date tenant of their intention Suite 404 North stating that it is terminating its lease due to vacate such location within six months after Seller’s failure to complete the Closing DateTenant Improvements in accordance with the lease; and (iii) the Escrow Holdback Balance (as defined below) shall be disbursed to Seller, except as otherwise set forth in Section 12(V). The “Buyer Retained Escrow Holdback” is defined as the amount equal to the Escrow Holdback less the sum of (X) the amount of the Suite 404 North Rent Credit plus (Y) the amount of the total disbursements from the Rental Escrow (as defined in Section 8(D) below). The “Escrow Holdback Balance” is defined as the amount equal to the sum of the amount of the Suite 404 North Rent Credit plus the amount of the total disbursements from the Rental Escrow.

Post-Closing Obligations. (a) Within 5 Business Days of the Closing Date (or such later date as agreed to If requested by the Collateral Agent (in its sole discretion), within sixty (60) days of the Borrowers Increase Amount Date, or such later date as the Collateral Agent shall deliver agree in its sole discretion, the Collateral Agent shall have received either: A. a favorable opinion, addressed to the Administrative Agent, Collateral Agent evidenceand each of the Lenders, in form and substance reasonably satisfactory to the Collateral Agent, that from local counsel in each jurisdiction in which the Trademark Assignment Agreement Mortgaged Properties are located substantially to the effect that: (i) the recording of the Mortgages are the only filings or recordings necessary to give constructive notice to third parties of the lien created by the Mortgages as defined security for the Secured Obligations (including the new Incremental Facility); and (ii) no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions are necessary under applicable law in order to maintain the continued validity or priority of the liens created by each Mortgage as security for the Secured Obligations (including the new Incremental Facility); or B. such other documentation with respect to each Mortgaged Property, in each case in form and substance reasonably acceptable to the Collateral Agent, as shall confirm the validity and perfection of the lien in favor of the Secured Parties, including, without limitation: (i) With respect to each Mortgage encumbering Mortgaged Property, an amendment thereof (each a “Mortgage Amendment”) duly executed and acknowledged by the applicable Loan Party, and in form for recording in the Purchase Agreementrecording office where each such Mortgage was recorded, together with such certificates, affidavits, questionnaires or returns as shall be required in connection with the recording or filing thereof under applicable law, in each case in form and substance reasonably satisfactory to the Collateral Agent; (ii) With respect to each Mortgage Amendment, opinions of local counsel to the Loan Parties, which opinions (a) shall be addressed to the Administrative Agent, Collateral Agent and each of the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. Lenders, (b) Within 15 days shall cover the enforceability of the Closing Date (or such later date respective Mortgage as agreed to amended by the Agent in its sole discretion), the Borrowers shall deliver Mortgage Amendment and such other matters incident to the transactions contemplated herein as the Collateral Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors may reasonably request and Agent. (c) Within 30 days shall be in form and substance reasonably satisfactory to the Collateral Agent; (iii) Evidence reasonably acceptable to the Collateral Agent of payment by Borrower of all search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Closing Date (or such later date as agreed Mortgage Amendments referred to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).above; and (div) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property each Mortgaged Property, each Loan Party shall have made all notifications, registrations and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each casefilings, to the extent Agentrequired by, and in accordance with, any Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in its Permitted Discretion after consultation connection with Borrower Agentthe sale, determines that the costs to the Obligors lease, mortgage, assignment or other transfer (including any transfer of doing so do not materially outweigh the benefits afforded to the Lenderscontrol) of any Real Property. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. Notwithstanding any provision herein or in any other Note Document to the contrary, to the extent not actually delivered on or prior to the Closing Date, Issuer shall, and shall cause each applicable Guarantor to: (a) Within 5 Business Days deliver to the Purchasers evidence satisfactory to the Purchasers that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Secured Parties, no later than thirty (30) days after the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequired Purchasers may agree), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.; (b) Within 15 deliver to Collateral Agent and the Purchasers duly executed Control Agreements with respect to any Collateral Accounts maintained by Issuer or any Guarantor no later than thirty (30) days of after the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequired Purchasers may agree), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.; (c) Within 30 within five (5) Business Days of the date of the General Security Deed (or such later date as the Required Purchasers may agree), deliver to Collateral Agent (a) all Certificates (as defined in the General Security Deed) evidencing any Shares (as defined in the General Security Deed) beneficially owned by each Guarantor at the date of the General Security Deed and (b) any number of Transfers (as defined in the General Security Deed) of Shares that Collateral Agent reasonably requires; and (d) no later than thirty (30) days of after the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequired Purchasers may agree), the Borrowers shall deliver to the Collateral Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts evidence reasonably satisfactory to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines Required Purchasers that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly lien in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateDundee Corporation has been released.

Post-Closing Obligations. (a) Within 5 Business Days of Notwithstanding any provision herein or in any other Loan Document to the Closing contrary, within thirty (30) days after the Effective Date (or such later date as agreed to by the Collateral Agent in its sole discretionmay agree), the Borrowers shall deliver to Collateral Agent evidence reasonably satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Secured Parties; (b) Notwithstanding any provision herein or in any other Loan Document to the contrary, within thirty (30) days after the Effective Date, Borrower shall, and shall cause each Loan Party to, enter into duly executed Control Agreements, in form and substance reasonably satisfactory to the Collateral Agent, with respect to each Collateral Account maintained by each Loan Party (other than the Terminating Collateral Accounts to the extent set forth in clause (c) below); and (c) Notwithstanding any provision herein or in any other Loan Document to the contrary, (i) Borrower shall, and shall cause each Loan Party to, by June 30, 2020, either (1) deliver evidence, in form and substance reasonably satisfactory to the Collateral Agent, that the Trademark Assignment Agreement each Terminating Collateral Account has been closed or (as defined 2) enter into duly executed Control Agreements, in the Purchase Agreement) form and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver substance reasonably satisfactory to the Agent an executed joinder from Honeywell Safety Products Collateral Agent, with respect to each Terminating Collateral Account maintained by each Loan Party, and (Chuzhouii) Co. Ltd. Borrower shall not permit the aggregate balance of all Terminating Collateral Accounts to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. exceed Six Hundred Thousand Dollars (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a$600,000.00). (d) Promptly following Notwithstanding any provision herein or in any other Loan Document to the Closing contrary, within ninety (90) days after the Effective Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver a fully executed landlord waiver with respect to the Agent a Lien Waiver (which may be jointly chief executive office of Borrower as disclosed in favor the Perfection Certificate dated as of the Agent date hereof, in form and substance reasonably satisfactory to Collateral Agent. (e) Notwithstanding any provision herein or in any other Loan Document to the Revolving Loan Agentcontrary, within thirty (30) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly days after the Closing Date Effective Date, Borrower shall have delivered to Collateral Agent reasonably satisfactory evidence that each state tax lien listed in Section 8 of their intention to vacate such location within six months after the Closing DatePerfection Certificate dated as of the date hereof has been paid in full and released.

Post-Closing Obligations. (a) Within 5 Business Days of No later than 90 days after the Closing Amendment Effective Date (or such later date to which the Collateral Agent may agree in its sole discretion), Liberty Tax Entities shall execute and deliver to Collateral Agent, with respect to any Material Real Estate Asset located in the United States, Mortgage Deliverables. (b) As soon as agreed practicable after the Amendment Effective Date, the Liberty Tax Entities formed under the laws of Virginia shall deliver to by Agent and Collateral Agent the certified charter for such Loan Party. (c) No later than 30 days after the Amendment Effective Date (or such later date to which the Collateral Agent may agree in its sole discretion), the Borrowers Loan Parties shall deliver have delivered to the Collateral Agent evidence, in form and substance satisfactory to Agent, that (i) the Trademark Assignment Agreement certificates representing the Pledged Interests (as defined in the Purchase Security Agreement) in Liberty Tax Holding Corporation and Liberty Tax Service Inc., together with undated powers (or other instruments of transfer acceptable to Collateral Agent) endorsed in blank by the Patent Assignment Agreement applicable Loan Party and (ii) all Pledged Notes (as defined in the Purchase Security Agreement) have been filed owned by the Liberty Tax Entities and recorded required to be delivered to the United States Patent and Trademark OfficeCollateral Agent pursuant to Section 6(a) of the Security Agreement, together with undated powers (or other relevant documents of transfer acceptable to Collateral Agent) endorsed in blank by the applicable Liberty Tax Entity. (bd) Within 15 No later than 45 days of after the Closing Amendment Effective Date (or such later date as agreed to by which the Collateral Agent may agree in its sole discretion), the Borrowers Loan Parties shall deliver have delivered to the Collateral Agent an (i) a security agreement, deed of hypothec, and/or such other agreements, instruments and documents as reasonably requested by the Collateral Agent, each in form and substance satisfactory to the Collateral Agent, executed joinder from Honeywell Safety Products and delivered by Liberty Tax Holding Corporation and Liberty Tax Service Inc. (Chuzhouthe “Canadian Security Documents”), and (ii) Co. Ltd. (A) financing statements in form appropriate for filing under the Personal Property Security Act (Ontario) and the regulations promulgated thereunder as the Collateral Agent may deem desirable to that certain Intercompany Subordination Agreementperfect the security interests purported to be created by each Canadian Security Document, dated as and (B) evidence satisfactory to the Collateral Agent of the Closing Date, among the Obligors, the Subsidiaries filing of the Obligors and Agentsuch financing statements. (ce) Within 30 No later than 45 days of after the Closing Amendment Effective Date (or such later date as agreed to by which the Agent may agree in its sole discretion), the Borrowers Loan Parties shall deliver have delivered to the Agent insurance endorsements satisfying copies of duly executed terminations or releases, each in form and substance reasonably satisfactory to Agent, to evidence the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks termination and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days release of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the LendersSunTrust IP Filings. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (a) Within 5 Business Days The Borrower hereby agrees to take each of the Closing Date (following actions, in each case in the manner and by the dates set forth thereon, or such later date dates as may be agreed to by the Agent each Agent, in its sole discretion): (a) If not completed on the Closing Date in accordance with Section 5.08, no later than thirty (30) days after the Closing Date, the Borrowers Credit Parties shall deliver to the Administrative Agent evidence(x) a certificate of insurance with respect to each insurance policy required by Section 8.03 and (y) endorsements to the Credit Parties’ liability and property insurance policies naming the Collateral Agent as an additional insured or lender’s loss payee, as applicable, thereunder in form and substance satisfactory to Agent, that accordance with the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officerequirements of Section 8.03. (b) Within 15 days of the Closing Date (On or such later date as agreed prior to by the Agent in its sole discretion)August 25, 2023, the Borrowers Borrower shall (i) consummate the Laminar Acquisition, and (ii) deliver to the Administrative Agent an executed (and satisfy, as applicable) (A) the Laminar Required Deliverables and Conditions and (B) a joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. agreement in form and substance reasonably satisfactory to the Administrative Agent, made by Laminar and its Subsidiaries, which joins such Persons as parties to that certain Intercompany Subordination Agreement, dated as of June 6, 2022, by and among the Borrower and its Subsidiaries; provided that if the Borrower does not satisfy the covenants set forth in clauses (i) and (ii) by such date, then, at the request of the Required Lenders (such request to be made within five (5) Business Days after such date), the Borrower shall, in accordance with Section 4.01 (but without regard to any Applicable Prepayment Premium or minimum amounts stated therein, and with the date of notice of such prepayment deemed to be the date of such request by the Required Lenders), (1) prepay Term Loans in an amount equal to the sum of (w) $100,000,000 plus (x) the aggregate principal amount of any Delayed Draw Term Loans incurred on or after the Closing Date, among up to $35,000,000, plus (y) all accrued and unpaid interest on such Term Loans prepaid, minus (z) the Obligors, amount by which prepayment is to be reduced pursuant to the Subsidiaries terms of the Obligors Fee Letter, and Agent. (c2) Within 30 days if the Delayed Draw Term Loan Commitment is greater than the amount of the Closing Date (or such later date as agreed to by 2022 Delayed Draw Term Loan Commitment, reduce the Agent in its sole discretion), the Borrowers shall deliver Delayed Draw Term Loan Commitment to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days amount of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office2022 Delayed Draw Term Loan Commitment, in each casecase of clauses (1) and (2), with such prepayment and/or Commitment reduction made within three (3) Business Days of any such request and allocated pro rata among the Lenders (and, for the avoidance of doubt, the Borrower will not be required to effectuate any such prepayment and/or Commitment reduction if the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so Required Lenders do not materially outweigh so request in their sole discretion and within the benefits afforded to the Lenderstime period set forth above). (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (a) Within 5 Business Days thirty (30) days after the Issue Date; provided, such thirty (30) day period may be extended an additional thirty (30) days with the consent of the Closing Date (or such later date as agreed to by the Agent in its sole discretion)Representatives, the Borrowers Initial Purchasers and the Trustee shall deliver to Agent evidencehave the following documents, which shall be reasonably satisfactory in form and substance satisfactory to Agentthe Initial Purchasers, that the Trademark Assignment Trustee and each of their respective counsel with respect to the Collateral, as appropriate; provided, further that, such thirty (30) day period shall be deemed to have been extended for any one or more successive periods to the extent the administrative agent under the Credit Agreement has consented to comparable extension with respect to the Credit Agreement: (1) Copies of, or certificates as defined in to coverage under, insurance policies covering the Purchase Agreement) property and assets of the Issuer and the Patent Assignment Agreement (Guarantors as defined required by the Indenture, each of which policies or certificates shall be in form and substance reasonably acceptable to the Purchase Agreement) have been filed Initial Purchasers and recorded reflect the United States Patent Collateral Agent for its benefit and Trademark Office.the benefit of the Trustee and the holders of the Notes, as additional insured, loss payee or mortgagee; (b) Within 15 ninety (90) days after the Issue Date the Initial Purchasers and the Trustee shall have the following documents, which shall be reasonably satisfactory in form and substance to the Initial Purchasers, the Trustee and each of their respective counsel with respect to each of the Closing Date Mortgaged Properties (defined below), as appropriate; provided that such ninety (90) day period shall be deemed to have been extended for any one or such later date more successive periods to the extent the First Priority Representative has consented to comparable extension with respect to the same Collateral securing the Credit Agreement: (1) arrangements satisfactory to the Collateral Agent for the completion of all recordings and filings of each Mortgage with respect to each of the properties set forth on Schedule 4.22 hereto (each, individually, a “Mortgaged Property” and, collectively, the “Mortgaged Properties”) as agreed may be necessary to create a valid, perfected second priority Lien against the properties purported to be covered thereby; (2) mortgagee’s title insurance policies in favor of the Collateral Agent in amounts and in form and substance and issued by insurers, reasonably satisfactory to the Collateral Agent, insuring fee simple title (provided that in jurisdictions that impose mortgage recording taxes, the Security Documents shall not secure Indebtedness in an amount exceeding 120% of the fair market value of the Mortgaged Property, as reasonably determined in good faith by the Company and reasonably acceptable to the Collateral Agent) and that the interests created by each such Mortgage constitute valid Liens thereon free and clear of all defects and encumbrances other than Permitted Liens, and if required by the Collateral Agent, and if requested by the Collateral Agent and if available, revolving credit endorsement, comprehensive endorsement, variable rate endorsement, access and utilities endorsements, mechanic’s lien endorsement and such other endorsements as the Collateral Agent shall reasonably request, and shall be accompanied by evidence of the payment in its sole discretion)full of all premiums thereon; (3) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated no more than thirty (30) days before the day of the granting of the applicable Mortgage, certified to the Collateral Agent and the issuer of the title insurance policies in a manner reasonably satisfactory to the Collateral Agent by a land surveyor duly registered and licensed in the states in which the property described in such surveys is located and acceptable to the Collateral Agent, showing all buildings and other improvements, the Borrowers shall deliver location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Collateral Agent; (4) (x) a “life of loan” standard flood hazard determination with respect to such Mortgaged Property and (y) with respect to each Mortgaged Property required to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations promulgated thereunder, because it is located in an area which has been identified by the Secretary of Housing and Urban Development as a “special flood hazard area,” (i) a policy of flood insurance that (A) covers such Mortgaged Property and (B) is written in an amount reasonably satisfactory to the Collateral Agent an executed joinder from Honeywell Safety Products and (Chuzhouii) Co. Ltd. a confirmation that the Company has received the notice requested pursuant to that certain Intercompany Subordination Agreement, dated as Section 208.25(i) of Regulation H of the Closing Date, among the Obligors, the Subsidiaries Board of Governors of the Obligors Federal Reserve System; (5) Phase I Environmental Site Assessments, and, if requested by Collateral Agent, Phase II Environmental Site Assessments; and (6) an opinion of counsel in each jurisdiction where the Mortgaged Property is located and Agentan opinion of counsel in the jurisdiction of organization of the grantor under each Mortgage with respect to each Mortgaged Property. (c) Within 30 sixty (60) days of after the Closing Issue Date (or such later date as may be agreed to by the Agent Representatives in its sole discretiontheir reasonable discretion (provided, such sixty (60) day period shall be deemed to have been extended for any one or more successive periods to the extent the administrative agent under the Credit Agreement has consented to comparable extension with respect to the same Collateral securing the Credit Agreement), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers Issuer and Guarantors shall use their commercially reasonable efforts to record execute and deliver a deposit account control agreement that is either (i) in substantially the assignment same form as entered into with respect to the Credit Agreement except to reflect the second-priority liens in favor of all material foreign Trademarks the Collateral Agent for its benefit and Patents assigned to US Footwear the benefit of Trustee and holders of the Notes or (ii) a four party control agreement in favor of both the Collateral Agent and the administrative agent under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Credit Agreement with respect to such Intellectual Property each deposit account and commence the process of and use commercially reasonable efforts securities account that is required to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, be subject to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts a control agreement pursuant to the requirements of Section 8.5Credit Agreement. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (a) Within 5 Business Days of the 4.1 Immediately after Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following on the Closing Date, the Borrowers shall use commercially reasonable efforts Company shall, create and maintain a fixed deposit with the Bank of an amount equal to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement Price (as defined in the Purchase Agreement“Fixed Deposit”) and ▇▇▇▇ ▇ ▇▇▇▇ on the Patent Assignment Agreement (as defined said Fixed Deposit in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days favour of the reasonable request Subscriber, with the Subscriber being the sole authorized signatory for the Fixed Deposit. The Fixed Deposit shall be for a term sufficient for all of the obligations of the Company under this Agreement to be satisfied. The Company shall immediately provide the evidence of such lien marking to the Subscriber and in no event, later than 2 (two) days from the Closing Date. Such lien shall be released upon completion of Listing; or upon Buy Back of the Subscription Shares by Agent the Company, whichever is earlier, in accordance with the terms of this Agreement. 4.2 Within 5 (or five) Business Days after allotment of the Subscription Shares by the Company, the Company shall file return of allotment with the ROC in Form PAS-3; 4.3 Within 7 (seven) Business Days from the Closing Date, the Company shall file all documents (including Form FC-GPR) with the RBI and the relevant authorised dealer bank in accordance with the FEMA Regulations, and thereafter furnish the evidence of such submission to the Subscriber, no later than 2 (two) Business Days post such submission. Further, the Company shall provide to the Subscriber a copy of the acceptance acknowledgment received from the RBI approving the Form FC-GPR filed by the Company, no later than 2 (two) Business Days from the date of receipt of such approval by the Company. 4.4 Within 7 (seven) Business Days from the Closing Date, the Company shall provide a valuation report of its equity shares as of a date as agreed to by the Agent in its sole discretion), Obligors will (proximate as practicable to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement Closing Date in accordance with respect to such Intellectual Property and commence Rule 11UA, read with Rule 11U of the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeIncome-tax Rules, in each case1962, from a Category 1 merchant banker or chartered accountant, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that reasonable satisfaction of the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the LendersSubscriber. 4.5 Within 7 (eseven) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased Business Days from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date, the Company shall file with the ROC the Form MGT 14 approving the issuance of the Subscription Shares. 4.6 The Company shall provide the Subscriber or any of its authorised representatives and advisers such assistance, documentation and information and undertake all actions as may be reasonably required in connection with the filings and disclosures required or agreed to be made to the ROC, SEBI, Stock Exchanges and any other disclosures required to be made under applicable Law pertaining to the transactions contemplated by this Agreement.

Post-Closing Obligations. To the extent not delivered on the Restatement EffectiveClosing Date, the Credit Parties shall deliver (and, with respect to Mortgaged Property, use their commercially reasonable efforts to deliver) the following to the Administrative Agent (or where specifically referenced, with respect to the Mortgaged Property andthe Collateral Agent) within the time period set forth for each item in this Section 7.16, unless such time period is otherwise extended by the Administrative Agent in its reasonable discretion: (a) Within 5 Business Days no later than 3090 days following the Restatement Effective Date, anClosing Date (unless waived or extended by the Administrative Agent in its reasonable discretion), an assignment and amended and restated Mortgage encumbering each Existing Mortgaged Property and a Mortgage encumbering each New Mortgaged Property, each duly executed and acknowledged by the applicable Credit Party and each in form and substance reasonably satisfactory to the Collateral Agent; (b) no later than 3090 days following the Restatement EffectiveClosing Date, (i) with respect to each Existing Mortgage Property (unless waived or extended by the Administrative Agent in its reasonable discretion), with respect to each Mortgaged Property, a date down endorsement to the existing mortgagee’s title insurance policy or, if not available, a new Mortgage Policy, disclosing no additional liens or title exceptions against the Existing Mortgaged Properties other than Permitted Encumbrances, extending the date of such mortgagee’s title insurance policy to the date of recordation of such amended and restated Mortgage, and providing assurance reasonably satisfactory to the Collateral Agent that the lien on such Existing Mortgaged Property in favor of the Collateral Agent shall continue to have the enforceability and priority in effect immediately prior to the Restatement EffectiveClosing Date and shall be in form and substance reasonably acceptable to the Collateral Agent and (ii) with respect to each New Mortgaged Property, a Mortgage Policy disclosing no liens or title exceptions against each New Mortgaged Property other than Permitted Encumbrances and shall be in form and substance reasonably acceptable to the Collateral Agent; (c) no later than 3090 days following the Restatement Effective DateClosing Date (unless waived or extended by the Administrative Agent in its reasonable discretion), if requested by the Collateral Agent, surveys with respect to the Existing Mortgaged Properties and New Mortgaged Properties in form and substance reasonably satisfactory to the Collateral Agent; (d) no later than 3090 days following the Restatement Effective DateClosing Date (unless waived or extended by the Administrative Agent in its reasonable discretion), evidence of payment of all applicable filing, documentary, stamp, intangible, mortgage and recording taxes, recording and filing fees, and title insurance premiums and fees in connection with the matters set forth in clauses (a), (b) and (c) above; (e) no later than 3090 days following the Restatement Effective DateClosing Date (unless waived or extended by the Administrative Agent in its reasonable discretion), from local counsel to the Company and its Subsidiaries reasonably satisfactory to the Administrative Agent, an opinion addressed to the Administrative Agent, the Collateral Agent and each of the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and shall cover the lien granted pursuant to the Mortgages encumbering the New Mortgaged Properties or the amended and restated Mortgages encumbering the Existing Mortgaged Properties and such other matters incident to the transactions contemplated herein and in the other Credit Documents as the Administrative Agent may reasonably request; and (f) no later than 3090 days following the Restatement EffectiveClosing Date, insurance certificates and endorsements to the insurance certificatespolicies and related schedules described in Section 7.03(b) in form and substance reasonably acceptable to the Collateral Agent.; (g) no later than 90 days following the Closing Date, all documents, certificates and opinions (including a customary opinion of Gibraltar counsel in form and substance reasonably satisfactory to the Collateral Agent) requested to be delivered and all other actions requested to be taken by the Collateral Agent in connection with the creation and perfection of a security interest in the Capital Stock of Omnova Holdings (Gibraltar) Limited shall have been taken; (h) no later than 90 days following the Closing Date, Annex F (Schedule of Deposit Accounts) to the Security Agreement, certified by an Authorized Officer of the Credit Parties, which Annex shall replace Annex F to the Security Agreement delivered on the Closing Date; (i) no later than 25 days following the Closing Date, Annex H (Schedule of Marks and Application), Annex I (Schedule of Patents and Applications) and Annex J (Schedule of Copyrights and Applications) to the Security Agreement and Schedules 12(a), (b), and (c) to the Perfection Certificate, certified by an Authorized Officer of the Credit Parties, which Annexes and Schedules shall replace the corresponding Annexes and Schedules delivered on the Closing Date; (j) no later than 25 days following the Closing Date, instruments or documents evidencing the grant of a security interest in the intellectual property set forth in the Annexes and Schedules referred to in Section 7.16 (i), in proper form for filing with the United States Patent and Trademark Office and United States Copyright Office; (k) to the Collateral Agent, no later than 25 days following the Closing Date all Instruments (as defined in the Security Agreement) set forth on Schedule 11 to the Perfection Certificate and all Notes listed on Annex C (Schedule of Notes) to the Pledge Agreement, constituting Collateral accompanied by instruments of transfer or such later date as agreed to by the Agent assignments duly executed in its sole discretion), the Borrowers shall deliver to Agent evidence, blank in form and substance satisfactory to the Administrative Agent, it being understood that the Trademark Assignment Agreement (as defined all Intercompany Notes shall be pledged and subordinated in the Purchase Agreement) and the Patent Assignment Agreement (as defined manner provided in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.Section 8.05(vii); and (bl) Within 15 to the Collateral Agent, no later than 25 days of following the Closing Date all certificates representing Collateral listed on Schedules 10(a) and 10(b) of the Perfection Certificate or Annex B (or such later date as agreed to by the Agent in its sole discretionSchedule of Stock), the Borrowers shall deliver Annex D (Schedule of Limited Liability Company Interests) or Annex E (Schedule of Partnership Interests) to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Pledge Agreement, dated as accompanied by instruments of transfer or assignments duly executed in blank in form and substance satisfactory to the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Administrative Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (a) Within 5 Business Days Borrower shall deliver to Lender evidence reasonably acceptable to Lender that each of the Violations has been corrected in accordance with applicable Legal Requirements and closed out in the records of the applicable Governmental Authorities on or before the date which is thirty (30) days after the Closing Date, as such date shall be extended for successive periods of thirty (30) days each if the foregoing obligations cannot reasonably be satisfied by Borrower within the aforesaid time period, as extended in accordance with the terms hereof, despite ▇▇▇▇▇▇▇▇’s prompt commencement and continuous, diligent pursuit of commercially reasonable efforts to perform such obligations, as demonstrated to Lender’s reasonable satisfaction; provided, however, that in no event shall such date be extended with respect to any Violation beyond the date on which any applicable Governmental Authority commences any enforcement action with respect to the existence of such Violation. In the event that any of the zoning reports delivered to Lender in connection with the closing of the Loan are updated after the Closing Date to indicate that there are outstanding violations of applicable Legal Requirements with respect to any Individual Property (or such later date as agreed to by the Agent in its sole discretion“New Violations”), the Borrowers Borrower shall deliver to Agent evidenceLender evidence reasonably acceptable to Lender that each of the New Violations has been corrected in accordance with applicable Legal Requirements and closed out in the records of the applicable Governmental Authorities on or before the date which is thirty (30) days after the date that Lender provides Borrower with written notice of the existence of such New Violations, as such date shall be extended for successive periods of thirty (30) days each if the foregoing obligations cannot reasonably be satisfied by Borrower within the aforesaid time period, as extended in form accordance with the terms hereof, despite Borrower’s prompt commencement and substance satisfactory continuous, diligent pursuit of commercially reasonable efforts to Agentperform such obligations, as demonstrated to Lender’s reasonable satisfaction; provided, however, that in no event shall such date be extended with respect to any Violation or New Violation, as applicable, beyond the Trademark Assignment Agreement (date on which any applicable Governmental Authority commences any enforcement action with respect to the existence of such Violation or New Violation, as defined applicable. Notwithstanding anything herein to the contrary, Borrower’s obligations pursuant to this Section 4.36(a) shall terminate with respect to the Violation(s) and/or New Violation(s) affecting an Individual Property, as applicable, upon the consummation of a Partial Release of such Individual Property in accordance with the Purchase terms of this Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to Lender an estoppel certificate with respect to each REA, in each case, in the Agent a Lien Waiver (which form provided by Lender to Borrower prior to the Closing Date with such modifications thereto as may be jointly reasonably acceptable to Lender, executed by each applicable party specified therein, on or before the date which is ninety (90) days after the Closing Date, as such date shall be extended for successive periods of thirty (30) days each if the foregoing obligations cannot reasonably be satisfied by Borrower within the aforesaid time period, as extended in favor accordance with the terms hereof, despite Borrower’s prompt commencement and continuous, diligent pursuit of commercially reasonable efforts to perform such obligations, as demonstrated to ▇▇▇▇▇▇’s reasonable satisfaction. In the event any such executed estoppel certificate indicates that Borrower, ▇▇▇▇▇▇▇▇’s predecessor in interest (c) On or before the date which is thirty (30) days after the Closing Date, Borrower shall have delivered to Lender a fully executed sub-management agreement by and between Manager and Transwestern Commercial Services L.L.C. (“Submanager”) in form and substance reasonably acceptable to Lender, which agreement shall provide, among other things, that all rights of Submanager thereunder are subject to the terms of the Agent Management Agreement, as affected by the Loan Documents. (d) On or before the date which is seven (7) days after the Closing Date, Borrower shall have delivered to Lender a final, signed and sealed ALTA Survey satisfying ▇▇▇▇▇▇’s survey criteria, as furnished to Borrower prior to the Revolving Loan Agent) for Closing Date, and otherwise in form and substance reasonably acceptable to Lender, with respect to each location leased from a non-Borrower that of (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and recordsIndividual Property known as Northchase, and (ii) for the Individual Property known as Tower Pavilion and (iii) the Individual Property known as Chelsea Square. (e) On or before the date which is five (5) Business Days after the Borrowers do not inform Closing Date, Borrower shall deliver to Lender evidence reasonably satisfactory to Lender that Existing Lender has terminated the Agent promptly cash management arrangements with respect to the Existing Loan such that Borrower has unrestricted access to any Rents or funds with respect to the Property deposited from time to time after the Closing Date into any clearing account, cash management account or other similar account established as part of their intention to vacate such location within six months the cash management system for the Existing Loan. (f) Within two (2) Business Days after receipt by or on behalf of Borrower or any Affiliate of Borrower of all or any portion of the funds being held by or on behalf of Existing Lender as of the Closing DateDate in escrows or reserves as security for the Existing Loan, Borrower shall pay all such amounts to Senior Lender for deposit in accordance with the Senior Loan Agreement.

Post-Closing Obligations. 82 (a) Within 5 Business Days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers Borrower shall deliver to Agent evidence, Lender evidence reasonably acceptable to Lender that each of the Violations has been corrected in form accordance with applicable Legal Requirements and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined closed out in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days records of the Closing Date applicable Governmental Authorities on or before the date which is thirty (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou30) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of days after the Closing Date, among as such date shall be extended for successive periods of thirty (30) days each if the Obligorsforegoing obligations cannot reasonably be satisfied by Borrower within the aforesaid time period, as extended in accordance with the Subsidiaries terms hereof, despite ▇▇▇▇▇▇▇▇’s prompt commencement and continuous, diligent pursuit of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned perform such obligations, as demonstrated to US Footwear under the Trademark Assignment Agreement (as defined Lender’s reasonable satisfaction; provided, however, that in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or no event shall such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement be extended with respect to any Violation beyond the date on which any applicable Governmental Authority commences any enforcement action with respect to the existence of such Intellectual Violation. In the event that any of the zoning reports delivered to Lender in connection with the closing of the Loan are updated after the Closing Date to indicate that there are outstanding violations of applicable Legal Requirements with respect to any Individual Property (“New Violations”), Borrower shall deliver to Lender evidence reasonably acceptable to Lender that each of the New Violations has been corrected in accordance with applicable Legal Requirements and commence closed out in the process records of the applicable Governmental Authorities on or before the date which is thirty (30) days after the date that Lender provides Borrower with written notice of the existence of such New Violations, as such date shall be extended for successive periods of thirty (30) days each if the foregoing obligations cannot reasonably be satisfied by Borrower within the aforesaid time period, as extended in accordance with the terms hereof, despite Borrower’s prompt commencement and use continuous, diligent pursuit of commercially reasonable efforts to pursue the recording of Agent's Lien on perform such recordable Intellectual Property obligations, as demonstrated to Lender’s reasonable satisfaction; provided, however, that in no event shall such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements be extended with respect to any Deposit Accounts New Violation beyond the date on which any applicable Governmental Authority commences any enforcement action with respect to the existence of such New Violation. Notwithstanding anything herein to the contrary, ▇▇▇▇▇▇▇▇’s obligations pursuant to the requirements of this Section 8.5. (f4.35(a) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver terminate with respect to the Agent a Lien Waiver (which may be jointly in favor of Violation(s) and/or New Violation(s) affecting an Individual Property, as applicable, upon the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location consummation of a Borrower’s books and records, and (ii) for which Partial Release of such Individual Property in accordance with the Borrowers do not inform the Agent promptly after the Closing Date terms of their intention to vacate such location within six months after the Closing Datethis Agreement.

Post-Closing Obligations. (a) Within 5 Business Days of Borrowers shall deliver, within sixty (60) days after the Closing Date (the “Delivery Date”), (i) fully executed “springing” or “soft lockbox” Control Agreements (each a “Springing DACA”) with respect to all of the Additional Accounts (excluding the Treasury Shares Account) and Legacy Accounts to the extent any such later date Additional Account or Legacy Account has not been closed (as agreed permitted in Section 6.16 hereof) and (ii) evidence reasonably satisfactory to by Administrative Agency that a Borrower is now the Agent sole beneficiary of any Legacy Account which has not been closed (as permitted in its sole discretionSection 6.16 hereof), in each case prior to the Delivery Date. Each Springing DACA shall be on a form substantially similar to the form attached hereto as Exhibit H or on such other form acceptable to Administrative Agent. Within ten (10) days after the Delivery Date, the Borrowers shall deliver provide a summary of the costs and expenses to Agent evidence, in form and substance satisfactory to Agent, that which the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark OfficeRetained Funds were applied. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products deliver, within ten (Chuzhou10) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of business days after the Closing Date, among to Administrative Agent, on behalf of itself and the ObligorsLenders, written opinions of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., as special Delaware counsel for the Borrowers and IRGMH, with respect to certain Delaware law matters required by Administrative Agent, (i) addressed to the Administrative Agent, the Subsidiaries Lenders and the other Secured Parties, (ii) covering the corporate capacity of each Borrower and Guarantor, the legal existence and authority of each Borrower and Guarantor, due authorization of transactions, execution and other Delaware law matters as the Administrative Agent shall reasonably request and which are customary for transactions of the Obligors type contemplated herein and (iii) otherwise in form and substance reasonably satisfactory to the Administrative Agent. (c) Within 30 days of Borrowers shall, on or before the Closing Date (or such later date as agreed to by Transfer Cut Off Date, transfer all funds on deposit in the Agent in its sole discretion)Additional Accounts and Legacy Accounts into the Proceeds Account, excluding the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a)Retained Funds. (d) Promptly following Lead Borrower shall cause the Governing Documents of the Subsidiary Borrowers to be amended, within five (5) Business Days after the Closing Date, to expressly allow the exercise of all rights and remedies under the Pledge Agreement and waive any applicable restrictions on transfer and assignability of the membership interests in such Subsidiary Borrowers, such amendment(s) to be in form and substance reasonably satisfactory to Administrative Agent. (e) To the extent not delivered prior to the Closing Date, the Borrowers Administrative Agent shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing officehave received, within 30 days of the reasonable request by Agent five (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction5) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months Business Days after the Closing Date, an incumbency certificate, Governing Documents and certificate of good standing for IRGMH. For the avoidance of doubt, the failure to complete any of the obligations set forth in Section 10.23 within the time periods specified shall constitute an Event of Default without the need for any further notice or right to cure.

Post-Closing Obligations. (a) Within 5 No later than three (3) Business Days of after the Closing Date (or such later date as agreed to by the Agent in at its sole discretionoption), the Borrowers Loan Parties shall deliver have delivered to Agent evidencea Control Agreement, in form and substance reasonably satisfactory to AgentAgent and duly executed by Green Plains Trade and Bank of America, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.N.A., with respect to one or more Deposit Accounts maintained by Green Plains Trade with Bank of America, N.A. (b) Within 15 No later than thirty (30) days of after the Closing Date (or such later date as agreed to by the Agent in at its sole discretionoption), the Borrowers Loan Parties shall deliver have delivered to the Agent an (i) a collateral assignment of Borrowers’ gas storage contracts with DTE Gas Company, duly executed joinder from Honeywell Safety Products by each Borrower party to any such gas storage contract, and (Chuzhouii) Co. Ltd. a duly executed acknowledgment of DTE Gas Company with respect to that certain Intercompany Subordination Agreementsuch collateral assignment, dated as all of the Closing Date, among the Obligors, the Subsidiaries of the Obligors which shall be in form and substance reasonably satisfactory to Agent. (c) Within 30 No later than thirty (30) days of after the Closing Date (or such later date as agreed to by the Agent in at its sole discretionoption), the Borrowers Loan Parties shall have used commercially reasonable efforts to deliver collateral access agreements, landlord waivers or similar agreements, in any case, in form and substance reasonably satisfactory to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a)Agent, duly executed by each of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Seven Oaks LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Liquids Terminals LLC. (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement No later than thirty (as defined in the Purchase Agreement30) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in at its sole discretionoption), enter into Deposit Account Control Agreements with respect the Loan Parties shall deliver or cause to any Deposit Accounts pursuant be delivered to the requirements Agent copies of Section 8.5.lender loss payable endorsements, additional insured endorsements and endorsements providing for thirty (30) 80 (fe) Within 60 No later than sixty (60) days of after the Closing Date (or such later date as agreed to by the Agent in at its sole discretionoption), Borrowers the Loan Parties shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (Subsidiary Loan Agreements between ▇▇ ▇▇▇▇▇ and each other Borrower, together which may be jointly such other Subsidiary Loan Documents as Agent shall have reasonably requested in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Dateconnection therewith.

Post-Closing Obligations. In addition to any other obligations to be performed after the Closing, the parties covenant and agree as follows: (a) Within 5 Business Days Immediately following the Closing, the Owners shall cause the Company to distribute accrued cash bonuses to the current employees of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidenceCompany, in form an aggregate amount of $2,669,979, including employee withholding taxes (collectively the "EMPLOYEE Bonuses"). The parties acknowledge and substance satisfactory the Owners agree to Agent, that establish a trust for the Trademark Assignment Agreement (as defined payment of additional bonuses to current Company employees in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officeamount of $2,330,021. (b) Within 15 days Immediately following the Closing, the Owners shall cause the Company to distribute the proceeds received by the Company in payment of the Closing Date Purchase Price, net of the amount allocated for the Employee Bonuses and any investment banking and professional services fees in excess of $300,000 and any other transaction related costs, to the Owners as a dividend. Said distribution shall include cash, Parent Common Stock (or such later date as agreed including the assignment of Company's right to by the Agent in its sole discretionreceive shares out Escrow pursuant to Section 2.9 hereof), and the Borrowers shall deliver assignment of Company's right to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. receive any Contingent Payments pursuant to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and AgentSection 2.10 hereof. (c) Within 30 days As soon as practicable following the Closing, but after the completion of the Closing Date actions described in Sections 2.8(a) and (or such later date as agreed b) above, Keenan and the Buyer shall consummate the transactions contem▇▇▇▇▇▇ by that certain Stock Purchase Agreement between Keenan and the Buyer, pursuant to which all of the capital st▇▇▇ ▇▇ the Company owned by the Agent in its sole discretion), the Borrowers Keenan shall deliver be conveyed to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a)Buyer. (d) Promptly following The Owne▇▇ ▇▇▇ the Company shall use their Best Efforts to deliver to the Buyer on or prior to December 31, 2006, all vendor and customer contracts and the Leases, which are included as part of the Company Contracts but excluding the Retained Contracts, and the related Consents, required to operate the business of the Company as it is being conducted immediately prior to the Closing DateDate (other than the business related to the Retained Contracts); provided, however, that the Borrowers Buyer shall use commercially reasonable efforts have the right to record the demand assignment and delivery of all material foreign Trademarks such vendor and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) customer contracts and Leases and related consents at any time and the Patent Assignment Agreement (Owners and the Company shall execute such instruments as defined in the Purchase Agreement) respectively. Subject are reasonably requested by Buyer to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or effect such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign assignment and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lendersdelivery. (e) Within 60 days of Immediately following the Closing Date (or such later date as agreed to by the Agent in its sole discretion)Closing, Buyer shall enter into Deposit Account Control Agreements new Leases with respect to any Deposit Accounts pursuant each of Laurelwood Holdings, LLC and Laurelwood Holdings II, LLC, in substantially the form of Exhibit 2.8(e) attached hereto, which Leases shall replace the Company's existing Leases for the Avalon Ridge Parkway and Saturn Court facilities; and written non-disturbance agreements in a form reasonably acceptable to the requirements Buyer and Parent from any existing mortgage holders or evidence of Section 8.5mortgage(s) payoff. (f) Within 60 days Buyer shall use its Best Efforts to obtain, prior to December 31, 2006, the release of Owners under the Closing Date (or such later date as agreed to by the Agent personal guarantees listed in its sole discretionExhibit 2.8(f), Borrowers and Buyer agrees that it shall use commercially reasonable efforts to deliver to not enter into any additional Liabilities under any Company Contract identified therein unless and until such releases have been obtained. (g) Immediately following the Agent a Lien Waiver (which may be jointly in favor Closing, Buyer and Company and Clery, as applicable, shall execute the Services Agreement and Shareholders' Agreement of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Dateeven date herewith.

Post-Closing Obligations. (a) Within 5 Business Days of ninety (90) days after the Original Restatement Closing Date (or such later date as shall be acceptable to the Agent in its sole discretion), confirmation, together with relevant supporting documents, that the Quoted Eurobond Listing has taken place; (b) The Credit Parties shall, (i) in a manner satisfactory to the Agent, cooperate with and assist the Agent, the Lenders and their respective attorneys, officers, employees, representatives, consultants and agents (collectively, the “Reviewing Parties” and each, a “Reviewing Party”) in connection with any Reviewing Party’s regulatory review and due diligence of the Credit Parties’ lending program for the solicitation, marketing, documentation, origination and servicing of Consumer Loans (or participation interests therein) in each state or foreign jurisdiction in which any Credit Party originates or purchases Consumer Loans (including participation interests therein), (ii) review and consider in good faith any issues raised by, or comments, recommendations or guidance from, any Reviewing Party with respect to any such lending program (such issues, comments, recommendations and guidance, [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED collectively, the “Diligence Issues”) and (iii) within 90 days (or such longer period as may be agreed to by the Agent in its sole discretion)) of any Credit Party’s receipt of written notice of and Diligence Issues from a Reviewing Party, the Borrowers shall deliver to Agent evidenceresolve or address any such Diligence Issues, in form and substance each case, in a manner satisfactory to the Agent; (c) The Credit Parties shall deliver, or cause to be delivered to the Agent, that within sixty (60) days after the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Fourth Restatement Closing Date (or such later date as agreed shall be acceptable to by the Agent in its sole discretion), deposit account control agreements executed by the Borrowers shall deliver applicable Credit Party and each depository institution for which such Credit Party maintains deposit and other accounts, each in form and substance reasonably satisfactory to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. in its sole discretion, covering all deposit accounts and other accounts maintained at such depository institution that are not currently subject to that certain Intercompany Subordination Agreement, dated as deposit account control agreements in favor of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.; (cd) Within 30 The Credit Parties shall deliver, or cause to be delivered to the Agent, within thirty (30) days of after the Fourth Restatement Closing Date (or such later date as agreed shall be acceptable to by the Agent in its sole discretion), Intellectual Property Security Agreements executed by the Borrowers applicable Credit Party covering all federally-registered Intellectual Property Rights that are not currently subject to an Intellectual Property Security Agreement in favor of the Agent; (e) The Credit Parties shall deliver deliver, or cause to be delivered to the Agent insurance endorsements satisfying the requirements set forth Agent, prior to purchasing any Consumer Loans (or participation interests in Section 8.6.2(a). (dConsumer Loans) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject pursuant to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent Bank Transaction Documents (or such later date as agreed shall be acceptable to by the Agent in its sole discretion), Obligors will a revised form of Consumer Loan Agreement to be used under such Bank Transaction Documents which provides that (i) all obligations thereunder are “registered obligations” and all instruments issued thereunder (if any) shall be at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations promulgated thereunder and (ii) the first page thereof shall have the following legend: “THIS AGREEMENT SHALL NOT CONSTITUTE A “NEGOTIABLE INSTRUMENT””, which form shall be reasonably satisfactory to the extent applicable Agent and its counsel; and (f) The Credit Parties shall deliver, or cause to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, be delivered to the extent Agent, in its Permitted Discretion within thirty (30) days after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Fourth Restatement Closing Date (or such later date as agreed shall be acceptable to by the Agent in its sole discretion), enter into Deposit Account Control Agreements updated insurance certificates and updated insurance endorsements with respect to any Deposit Accounts pursuant the applicable Credit Parties, in each case, in form and substance reasonably satisfactory to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and evidencing the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value insurance policies and endorsements thereto required to be maintained in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Dateaccordance with Section 8.11.

Post-Closing Obligations. Holdings shall (a) Within 5 or shall procure that the relevant Credit Party shall), except as otherwise stated below, as soon as reasonably practicable but not later than 10 Business Days of the Closing Date (or such later date as agreed to may be permitted by the Collateral Agent in its sole discretion)) after the Closing Date, deliver to the Collateral Agent: (a) evidence of making of all recordings and filings and all action necessary or desirable in connection with the registration of the security interests intended to be created by the English Debenture in accordance with the Companies ▇▇▇ ▇▇▇▇ in form and substance satisfactory to the Collateral Agent not later than 21 days after the date of the English Debenture; (b) evidence that the Secretary of State has been notified of the creation of the security interests intended to be created by the English Debenture in respect of each Project Licence (as such term is defined in the English Debenture) in form and substance satisfactory to the Collateral Agent not later than 10 days after the date of the English Debenture; (c) evidence of the making of all recordings and filings (or arrangements therefor satisfactory to the Collateral Agent) and all action necessary or, in the reasonable opinion of the Collateral Agent, desirable, in connection with, the Borrowers shall deliver English Debenture as may be necessary to Agent evidenceperfect and protect the security interests intended to be created by the English Debenture; (d) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect and protect the security interests purported to be created by the English Debenture have been taken (or arrangements therefor satisfactory to the Collateral Agent); (e) all of the Collateral consisting of certificated securities referred to in the English Charge Over Shares and then owned by the relevant Credit Party, together with executed and undated endorsements for transfer; and all other Collateral consisting of certificated securities and promissory notes, if any, owned by each Credit Party, (i) endorsed in blank in the case of any such promissory notes and (ii) together with executed and undated endorsements for transfer in the case of any such certificated securities. (f) evidence of the completion (or arrangements therefor satisfactory to the Collateral Agent) of all other recordings and filings of, or with respect to, and all action necessary or, in the reasonable opinion of the Collateral Agent, desirable, in connection with, the English Charge Over Shares as may be necessary to perfect and protect the security interests intended to be created by the English Charge Over Shares; (g) evidence that all other actions necessary to perfect and protect the security interests purported to be created by the English Charge Over Shares have been taken (or arrangements therefor satisfactory to the Collateral Agent); (h) a share pledge agreement, in form and substance satisfactory to the Collateral Agent, that the Trademark Assignment Agreement (duly authorized, executed and delivered by EIH, as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion)pledgor, the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and Collateral Agent, pledging the Revolving Loan Agent) for each location leased from a non-Borrower that shares in the capital of Endeavour Energy Luxembourg S.à.▇.▇. (the “Luxembourg Share Pledge Agreement”); (i) holds Inventory or Equipment a notarial deed of an aggregate value disclosed pledge over registered shares in excess the capital of $1,000,000 or is Endeavour Energy Netherlands B.V., among EIH as pledgor, the principal location Collateral Agent as pledgee and Endeavour Energy Netherlands B.V. as company in which the shares are being pledged (the “Dutch Deed of Pledge of Shares”), in form and substance satisfactory to the Collateral Agent; and (j) a Borrower’s books favorable written opinion addressed to the Administrative Agent, on behalf of itself, the Collateral Agent, the Arranger and recordsthe Lenders of (i) ▇▇▇▇▇ & Overy, Luxembourg counsel to the Credit Parties, in connection with the entering into Luxembourg Share Pledge Agreement and (ii) for which ▇▇▇▇▇ & ▇▇▇▇▇, Dutch counsel to EIH, in connection with the Borrowers do not inform entering into the Agent promptly after the Closing Date Dutch Deed of their intention to vacate such location within six months after the Closing DatePledge of Shares.

Post-Closing Obligations. Comply with the following covenants: (a) Within 5 Business Days (i) On or before 10 days after the date of the Closing Date this Agreement (or such later date as agreed Note Agent may agree to by the Agent in its sole discretion), the Borrowers Issuers shall deliver provide to Note Agent evidence, in form and substance evidence satisfactory to Agent, Note Agent that the Trademark Assignment insurance policies required by Section 6.5 hereof are in full force and effect, and (ii) on or before 30 days after the date of this Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed Note Agent may agree to by the Agent in its sole discretion), the Borrowers Issuers shall deliver provide to Note Agent appropriate evidence showing lender loss payable and/or additional insured clauses (including with respect to the Agent an executed joinder from Honeywell Safety Products (ChuzhouGuarantors) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as or endorsements in favor of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Note Agent.; (cb) Within On or before 30 days after the date of the Closing Date this Agreement (or such later date as agreed Note Agent may agree to by the Agent in its sole discretion), the Borrowers Issuers shall deliver to the Note Agent insurance endorsements satisfying the requirements set forth Control Agreements, in Section 8.6.2(aform and substance reasonably satisfactory to Note Agent, duly executed by each party thereto, in respect of all of their Deposit Accounts, Securities Accounts and Commodities Accounts (except for Excluded Accounts).; (dc) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within On or before 30 days after the date of the reasonable request by Agent this Agreement (or such later date as agreed Note Agent may agree to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and Issuers shall deliver to Note Agent an Intellectual Property Security landlord waivers from the landlord of each leased property location where SVB or Grace Bay received a landlord waiver in connection with the SVB Loan Agreement with respect and the Grace Bay Loan Agreement, respectively, and the Issuers shall deliver to such Intellectual Property Note Agent a certificate certifying as to each location where SVB and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.Grace Bay have received a landlord waiver; (ed) Within 60 On or before 30 days after the date of the Closing Date this Agreement (or such later date as agreed Note Agent may agree to by the Agent in its sole discretion), enter into Deposit Account Control Agreements the Issuers shall deliver to Note Agent evidence satisfactory to Note Agent that the Indebtedness related to that certain UCC-1 financing statement filed with the Delaware Department of State on January 10, 2007 with the initial filing number of 2007 0136019 by General Electric Capital Corporation against Comverge has been paid in full, no letters of credit issued in connection therewith remain outstanding and all commitments to extend credit related to such Indebtedness have been permanently terminated and a UCC-3 termination statement has been filed with respect to any Deposit Accounts pursuant such UCC-1 financing statement and all other Liens with respect to the requirements of Section 8.5.such Indebtedness have been released in a manner satisfactory to Note Agent; and (fe) Within 60 On or before 30 days after the date of the Closing Date this Agreement (or such later date as agreed to by the Note Agent may agree in its sole discretion), Borrowers the Issuers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory provide to Note Agent a Pledge Agreement and appropriate certificates and powers or Equipment financing statements, pledging all of an aggregate value the direct or beneficial ownership interest in excess Comverge International and Comverge South Africa, Ltd. in form and substance reasonably satisfactory to Note Agent; provided, that only 65% of $1,000,000 or the total outstanding voting Equity Interests of Comverge International and Comverge South Africa, Ltd. shall be required to be pledged if both (A) such Person is the principal location of a Borrower’s books CFC and records, (B) pledging a greater amount would result in adverse tax consequences and (ii) for make Comverge International and Comverge South Africa, Ltd. (A) become a “Guarantor” under the Note Documents with the same force and effect as if originally named therein as a Guarantor and be bound by all of the terms and provisions of the Note Documents to which the Borrowers do not inform Guarantors are a party and (B) execute such documents and take such other actions as Note Agent may reasonably request to accomplish the Agent promptly after foregoing, unless, in the Closing Date case of their intention to vacate this clause (ii), both (y) such location within six months after Person is a CFC and (z) making such Person a Guarantor under the Closing DateNote Documents would result in adverse tax consequences.

Post-Closing Obligations. (ai) Within 5 Business Days As promptly as practicable, and in any event within the number of days after the Effective Date specified on Schedule 7.01(s) (or, upon the reasonable discretion of the Closing Administrative Agent, at such other date specified by the Administrative Agent), the Loan Parties will deliver all documents and take all actions set forth on Schedule 7.01(s), including without limitation, delivery of Loan Documents not delivered on the Effective Date, delivery of quality of earnings report, completion of Appraisal and Field Examination, delivery the Effective Date Borrowing Base Certificate and obtaining collateral access agreements in favor of the Lenders from lessors under real property leased to the Loan Parties. (or ii) Not later than March 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date as agreed to requested by the Agent in its sole discretionBorrower and approved by the Administrative Agent), the Appraisal and the Field Examination shall have been completed, the Borrowers shall deliver to Agent evidencehave delivered the Effective Date Borrowing Base Certificate and quality of earnings report, in each case, in form and substance satisfactory to the Administrative Agent. (iii) Not later than the date that is five (5) Business days after the deliverables required under clause (ii) have been received by the Administrative Agent, that the Trademark Assignment Agreement Loan Parties and the Agents shall make such modifications and amendments to the Loan Documents as may be reasonably required by the Agents in their discretion to reflect the results of the Appraisal, the Field Examination and the quality of earnings report. (iv) The Borrower shall have engaged R▇▇▇▇▇▇ Consulting, LLC to assist in (x) re-modeling the Borrower’s historical financial statements on a monthly basis for the last twelve month period ended on the Effective Date LTM period and (b) Borrower’s projections, and, in each case, the Borrower shall deliver to the Administrative Agent such re-modeled financial statements and projections on or prior to January 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), in each case, in form and substance satisfactory to the Administrative Agent. (v) The Borrower shall, on or before April 30, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), enter into a customary registration rights agreement (the “Registration Rights Agreement”) reasonably acceptable to WhiteHawk Finance LLC pursuant to which the Borrower will be required to file with and have declared effective by the Securities and Exchange Commission a Registration Statement under the Securities Act of 1933, as amended, to register for resale the Warrant Shares (as defined in the Purchase AgreementWarrant) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officerelated registrable securities. (bvi) Within 15 days Each of the Closing Date following shall be delivered on or prior to January 31, 2022 (or or, upon the reasonable discretion of the Administrative Agent, at such later date as agreed to requested by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors Borrower and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to approved by the Agent in its sole discretion)Administrative Agent): (x) Belgian Security Documents, (y) Dutch Security Documents, and (z) the Borrowers Loan Parties shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in have delivered a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement Mortgage with respect to such Intellectual Property and commence each parcel of Material Real Estate, including Material Real Estate of the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeNI Obligor, in each case, in form and substance satisfactory to the extent Administrative Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (evii) Within 60 days On or prior to January 31, 2022 (or, upon the reasonable discretion of the Closing Date (or Administrative Agent, at such later date as agreed to requested by the Agent in its sole discretionBorrower and approved by the Administrative Agent), enter into Deposit each Belgian Loan Party shall have executed a joinder, in form and substance satisfactory to the Administrative Agent, to this Agreement. (viii) On or prior to January 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), counsel for each Belgian Loan Party and Belgian Loan Party shall have delivered opinions in form and substance reasonably satisfactory to the Administrative Agent. (ix) On or prior to January 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), the Loan Parties shall have delivered Account Control Agreements for each deposit account, commodities account and securities account of each Loan Party, in each case, other than with respect to any Deposit Accounts pursuant to the requirements of Section 8.5Excluded Accounts. (fx) Within 60 days On or prior to January 15, 2022 (or, upon the reasonable discretion of the Closing Date (or Administrative Agent, at such later date as agreed to requested by the Agent in its sole discretionBorrower and approved by the Administrative Agent), Borrowers the Loan Parties shall use commercially have lender loss payee and additional insured endorsements with respect to insurances maintained by the Loan Parties. (xi) On or prior to January 15, 2022 (or, upon the reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), the Collateral Agent and the Revolving Loan Agent) shall have received an assignment of business interruption insurance for each location leased from a non-of the Loan Parties. (xii) On or prior to April 30, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower that (iand approved by the Administrative Agent), the Loan Parties shall comply with Section 7.01(m) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention with respect to vacate such location within six months after the Closing Dateobtaining collateral access agreements.

Post-Closing Obligations. (aAs promptly as practicable, and in any event within the time periods after the Effective Date specified in this Section 5.01(p) Within 5 Business Days of the Closing Date (or such later date as agreed the Administrative Agent may agree to by the Agent in its sole discretion), the Borrowers Borrower and each other Loan Party, as applicable, shall take the following actions and execute and deliver the following documents: (i) to the extent not already delivered on or before the Effective Date, no later than thirty (30) days after the Effective Date, certificates of insurance, and related policy endorsements, each in form reasonably satisfactory to the Collateral Agent, naming the Collateral Agent on behalf of the Secured Parties, as an additional insured and/or loss payee, as the case may be, under all insurance policies (including flood insurance policies) maintained with respect to the assets and properties of the Loan Parties that constitute Collateral; (ii) [reserved]; (iii) to the extent not already delivered on or before the Effective Date, no later than ninety (90) days after the Effective Date, Deposit Account Control Agreements and the Securities Account Control Agreement, in each case to the extent defined pursuant to the Security Agreement and duly executed by the appropriate parties; and (iv) No later than 180 days after the Effective Date, with respect to any Existing Mortgage, the Borrower and each other Loan Party, as applicable, shall deliver to the Collateral Agent evidencethe following: (A) evidence that amendments, supplements or restatements, as applicable, of the Existing Mortgages (each, a “Mortgage Amendment”) in form and substance reasonably satisfactory to the Collateral Agent, have been duly executed, acknowledged and delivered and are in form suitable for filing and recording in all filing and recording offices that the Trademark Assignment Agreement Collateral Agent may deem necessary or desirable in order to maintain or protect the Lien created thereby or priority thereof; (as defined B) with respect to the real properties subject to the Mortgage Amendments, fully paid title date-down endorsements to the existing Mortgage Policies in respect of the Existing Mortgages (for the avoidance of doubt, covering only the land covered by the existing Mortgage Policies and subject to dispositions permitted hereunder) confirming ownership of fee title, leasehold title in or other interest in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to related real property by the applicable Loan Party and showing no Liens of record other than Permitted Liens, Permitted Encumbrances and any Pari Passu Liens and other matters not objectionable to the Collateral Agent in its sole discretion), it being understood that the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Collateral Agent, in its Permitted Discretion after consultation with reasonable discretion, may require the Borrower Agent, determines that the costs or any other applicable Loan Party to obtain title increase endorsements to the Obligors existing Mortgage Policies in respect of doing so do not materially outweigh the benefits afforded Existing Mortgages increasing the title insurance coverage of the existing 107 Alliance Resource Mortgage Policies in amounts acceptable to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Collateral Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant and otherwise conforming to the requirements of this Section 8.5.5.01(p)(iv)(B); and (fC) Within 60 days evidence that all filing, documentary, stamp, intangible and recording taxes and fees in respect to such Mortgage Amendments have been paid in connection with the preparation, execution, filing and recordation of the Closing Date (or such later date as agreed Mortgage Amendments. The time periods set forth in this Section 5.01(p) may be extended upon the request of the Borrower, if the Borrower and the Loan Parties are diligently pursuing same, in the sole discretion of the Administrative Agent; provided that, if the Administrative Agent agrees to by extend any of the Agent time periods set forth in its sole discretion), Borrowers this Section 5.01(p) it shall use commercially reasonable efforts to deliver provide a notice to the Agent a Lien Waiver (which may be jointly in favor Lenders to inform them of the Agent and the Revolving Loan Agentits decision. The requirements of Section 5.01(p) for each location leased from a non-Borrower that (i) holds Inventory shall not apply to any Excluded Assets or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateExcluded Property.

Post-Closing Obligations. (a) Within 5 ten (10) Business Days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver have delivered (i) an original Intercompany Note, duly executed by the Credit Parties and their Subsidiaries, and (ii) in connection with the pledge of the Equity Interests owned by each Credit Party, an original stock certificate representing such pledged Equity Interests (to Agent evidencethe extent such Equity Interests are certificated), together with customary blank stock or unit transfer powers and irrevocable powers duly executed in form and substance satisfactory blank (and, to Agentthe extent any original stock or unit certificate previously issued to any Credit Party cannot be located, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officea lost stock or unit affidavit with respect to such stock or unit certificate). (b) Within 15 forty-five (45) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver use commercially reasonable efforts to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. obtain a Landlord Waiver and Personal Property Collateral Access Agreement with respect to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agenteach Material Leasehold Property. (c) Within 30 forty-five (45) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver have obtained endorsements with respect to their insurance policies naming the Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the Agent insurance endorsements satisfying the requirements set forth in extent required under Section 8.6.2(a)5.5. (d) Promptly Within sixty (60) days following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed the Requisite Lenders shall approve), the Credit Parties shall have delivered a Control Agreement in respect of each Deposit Account, Securities Account and Commodity Account set forth on Annex 5 to the Security Agreement (other than Excluded Accounts), duly executed by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5applicable Credit Party and applicable financial institution. (fe) Within 60 ninety (90) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), Borrowers the Credit Parties shall use commercially reasonable efforts to deliver have delivered (i) releases in respect of security agreements filed by Third Parties against Intellectual Property of Holdings or any of its Subsidiaries, (ii) a revised schedule to the Agent a Lien Waiver Copyrights Security Agreement (which may be jointly as defined in the Security Agreement) in form and detail suitable for filing in the United States Copyright Office and (iii) Intellectual Property Security Agreements (or their equivalent in any foreign jurisdiction) in favor of the Collateral Agent, duly executed by the applicable Credit Party, in respect of Intellectual Property of Holdings and any of its Subsidiaries registered in China or any other foreign jurisdiction that is a Material Jurisdiction. (f) Within sixty (60) days of the Amendment No. 1 Effective Date (or such later date agreed by the Requisite Lenders), the Foreign Credit Parties shall have delivered to the Administrative Agent and the Revolving Loan Agent) for Required Lenders the documents set forth on Schedule 5.14, duly executed by each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Dateapplicable Foreign Credit Parties party thereto.

Post-Closing Obligations. (a) Within 5 Business Days of ninety (90) days after the Restatement Closing Date (or such later date as shall be acceptable to the Agent in its sole discretion), confirmation, together with relevant supporting documents, that the Quoted Eurobond Listing has taken place; (b) The Credit Parties shall, (i) in a manner satisfactory to the Agent, cooperate with and assist the Agent, the Lenders and their respective attorneys, officers, employees, representatives, consultants and agents (collectively, the “Reviewing Parties” and each, a “Reviewing Party”) in connection with any Reviewing Party’s regulatory review and due diligence of the Credit Parties’ lending program for the solicitation, marketing, documentation, origination and servicing of Consumer Loans in each state or foreign jurisdiction in which any Credit Party originates Consumer Loans, (ii) review and consider in good faith any issues raised by, or comments, recommendations or guidance from, any Reviewing Party with respect to any such lending program (such issues, comments, recommendations and guidance, collectively, the “Diligence Issues”) and (iii) within 90 days (or such longer period as may be agreed to by the Agent in its sole discretion)) of any Credit Party’s receipt of written notice of any Diligence Issues from a Reviewing Party, the Borrowers shall deliver to Agent evidenceresolve or address any such Diligence Issues, in form and substance each case, in a manner satisfactory to the Agent; and (c) The Credit Parties shall deliver, or cause to be delivered to the Agent, that within sixty (60) days after the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Restatement Closing Date (or such later date as agreed shall be acceptable to by the Agent in its sole discretion), deposit account control agreements executed by [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. the Borrowers shall deliver applicable Credit Party and each depository institution for which such Credit Party maintains deposit and other accounts, each in form and substance reasonably satisfactory to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a)covering all deposit accounts and other accounts maintained at such depository institution. (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. Notwithstanding any provision herein or in any other Loan Document to the contrary, to the extent not actually delivered on or prior to the Closing Date, the Borrowers shall, and shall cause each applicable to Loan Party: (a) Within 5 Business Days of no later than 30 days after the Closing Date, the Borrowers shall have delivered endorsements naming the Agent as lenders’ loss payee and/or additional insured, as applicable, with respect to the insurance in effect as required by Section 6.3(b); (b) no later than 60 days after the Closing Date (or such later date as agreed to by the Agent in its sole discretion), may agree) the Borrowers shall deliver have delivered fully executed Dutch Security Documents and an opinion of counsel to Agent evidence, the Borrowers in form and substance reasonably satisfactory to the Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.; (bc) Within 15 days of except as permitted by Section 7.12 with respect to certain accounts not subject to the requirement to deliver control agreements, no later than 10 Business Days after the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall may agree) deliver to the Agent an full executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. account control agreements for each deposit account and securities account maintained by any Loan Party organized in the United States, in form and substance reasonably satisfactory to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).; (d) Promptly following within 10 Business Days after the Closing Date, the Borrowers shall use commercially reasonable efforts have delivered the UK Share Charge Documents, stock transfer forms and certified copies of the share register to record the assignment Agent; (e) within 10 Business Days after the Closing Date, the Borrowers shall have delivered the stock certificates stock certificates of all material Vicuron and Durata UK to the Agent; (f) within 90 days after the Closing Date, each of the Borrowers shall have either (i) transferred each of its primary operating accounts to an account located in the United States and in respect of which it has delivered a Control Agreement to Agent or (ii) notified bank account depositaries holding the Borrowers’ primary operating accounts in the Netherlands of the Liens of the Lenders and Agent and take such actions under Dutch law as would be reasonably required to give the Lenders and the Agent and effective Lien on the Borrowers’ primary operating accounts in the Netherlands; provided, however, that this Section 6.11(f) shall not apply to any primary operating account holding an average balance of less than $500,000; (g) no later than 10 days after the Closing Date, each foreign Trademarks Loan Party shall finalize its appointment of CT Corporation System as such Loan Party’s agent where notices and Patents assigned demands to US Footwear under or upon such Loan Party in respect of this Agreement, the Trademark Assignment Agreement Security Agreement, the Intellectual Property Security Agreements (as defined in the Purchase Security Agreement) and or the Patent Assignment Agreement Subsidiary Guaranties may be served (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (without prejudice to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor right of the Agent and or the Revolving Loan AgentLender to serve process in any other manner permitted by law); and (h) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months no later than 10 days after the Closing Date, the Borrowers shall have delivered the $75,000,000 Promissory Note from Durata C.V. to Parent dated June 8, 2012 from Oxford Finance, LLC to the Agent.

Post-Closing Obligations. Section 8 of the Agreement is hereby amended as follows: (a) Within 5 Business Days Section 8(B) of the Agreement is hereby deleted in its entirety and replaced with the following: “Seller represents to Buyer that the tenant improvement allowance for Suite 306 South is Forty-One Thousand and No/100 Dollars ($41,000.00) (the “Suite 306 Allowance”), and the tenant improvement allowance for Suite 404 North is Seventy-Four Thousand One Hundred Ninety and No/100 Dollars ($74,190.00) (the “Suite 404 Allowance”; the Suite 306 Allowance and the Suite 404 Allowance will hereinafter be collectively referred to as the “Allowance”).” (b) The first sentence of Section 8(C) of the Agreement is hereby deleted in its entirety and replaced with the following: “Notwithstanding any other provision herein to the contrary, a portion of the funds due to Seller at Closing pursuant to Section 7 above shall be placed into escrow at Closing in the amount of Three Hundred Thousand and No/100 Dollars ($300,000.00) (“Escrow Holdback”), which Escrow Holdback shall be held and disbursed in accordance with an escrow agreement mutually acceptable to Seller and Buyer, as agreed upon no later than five (5) business days prior to Closing, with both parties acting reasonably (the “Escrow Holdback Agreement”).” (c) The first sentence of Section 8(D) of the Agreement is hereby deleted in its entirety and replaced with the following: “In addition to the Suite 404 North Rent Credit, Seller shall place into escrow at Closing an amount equal to Four Thousand Three Hundred Twenty-Seven and Seventy-Five/100 Dollars ($4,327.75) multiplied by the number of months between the Closing Date and July 31, 2010; provided that any sum due for a partial month shall be prorated on a daily basis, based on a thirty (or such 30) day calendar month (the “Rental Escrow”), which Rental Escrow shall be held and disbursed in accordance with an escrow agreement mutually acceptable to Seller and Buyer, as agreed upon no later date than five (5) business days prior to Closing, with both parties acting reasonably (the “Rental Escrow Agreement”).” (d) Section 8(E) of the Agreement is hereby deleted in its entirety and replaced with the following: “At Closing, Buyer’s property manager, ▇▇▇▇▇ & ▇▇▇▇▇ Equity Advisors, Property Management, Inc. (“GEEA PM”), shall enter into leasing and management sub-agreements (collectively, the “Sub-Management Agreements”) with The King Group Realty, Inc. (“Agent”) which shall provide for the leasing and management of the Building for a twenty-four (24) month period after the Closing Date, which Sub-Management Agreements shall provide, among other items, that Agent shall be paid a management fee equal to two and one-quarter percent (2.25%) of the total gross rents received from the Property, certain reimbursable wage and benefit expenses and leasing commissions at prevailing market commission rates. The forms of the Sub-Management Agreements shall be as agreed to by the Agent in its sole discretion)parties prior to Closing, the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officeboth acting reasonably. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.”

Post-Closing Obligations. (a) Within 5 Business Days of ninety (90) days after the Original Restatement Closing Date (or such later date as shall be acceptable to the Agent in its sole discretion), confirmation, together with relevant supporting documents, that the Quoted Eurobond Listing has taken place; (b) The Credit Parties shall, (i) in a manner satisfactory to the Agent, cooperate with and assist the Agent, the Lenders and their respective attorneys, officers, employees, representatives, consultants and agents (collectively, the “Reviewing Parties” and each, a “Reviewing Party”) in connection with any Reviewing Party’s regulatory review and due diligence of the Credit Parties’ Program in each state or foreign jurisdiction in which any Credit Party originates or purchases Consumer Loans and/or Credit Card Receivables (including participation interests therein), (ii) review and consider in good faith any issues raised by, or comments, recommendations or guidance from, any Reviewing Party with respect to any such lending program (such issues, comments, recommendations and guidance, collectively, the “Diligence Issues”) and (iii) within 90 days (or such longer period as may be agreed to by the Agent in its sole discretion)) of any Credit Party’s receipt of written notice of any Diligence Issues from a Reviewing Party, the Borrowers shall deliver to Agent evidenceresolve or address any such Diligence Issues, in form and substance each case, in a manner satisfactory to the Agent; (c) The Credit Parties shall deliver, or cause to be delivered to the Agent, that within sixty (60) days after the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Fifth Restatement Closing Date (or such later date as agreed shall be acceptable to by the Agent in its sole discretion), deposit account control agreements executed by the Borrowers shall deliver applicable Credit Party and each depository institution for which such Credit Party maintains deposit and other accounts, each in form and substance reasonably satisfactory to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. in its sole discretion, covering all deposit accounts and other accounts maintained at such depository institution that are not currently subject to that certain Intercompany Subordination Agreement, dated as deposit account control agreements in favor of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.; (cd) Within 30 The Credit Parties shall deliver, or cause to be delivered to the Agent, within thirty (30) days of after the Fifth Restatement Closing Date (or such later date as agreed shall be acceptable to by the Agent in its sole discretion), Intellectual Property Security Agreements executed by the Borrowers applicable Credit Party covering all federally-registered Intellectual Property Rights that are not currently subject to an Intellectual Property Security Agreement in favor of the Agent; (e) The Credit Parties shall deliver deliver, or cause to be delivered to the Agent insurance endorsements satisfying the requirements set forth Agent, prior to purchasing any Consumer Loans (or participation interests in Section 8.6.2(a). (dConsumer Loans) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject pursuant to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent Bank Transaction Documents (or such later date as agreed shall be acceptable to by the Agent in its sole discretion), Obligors will a revised form of Consumer Loan Agreement to be used under such Bank Transaction Documents which provides that (i) all obligations thereunder are “registered obligations” and all instruments issued thereunder (if any) shall be at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations promulgated thereunder and (ii) the first page thereof shall have the following legend: “THIS AGREEMENT SHALL NOT CONSTITUTE A “NEGOTIABLE INSTRUMENT””, which form shall be reasonably satisfactory to the extent applicable Agent and its counsel; and (f) The Credit Parties shall deliver, or cause to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, be delivered to the extent Agent, in its Permitted Discretion within thirty (30) days after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Fifth Restatement Closing Date (or such later date as agreed shall be acceptable to by the Agent in its sole discretion), enter into Deposit Account Control Agreements updated insurance certificates and updated insurance endorsements with respect to any Deposit Accounts pursuant the applicable Credit Parties, in each case, in form and substance reasonably satisfactory to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and evidencing the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value insurance policies and endorsements thereto required to be maintained in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Dateaccordance with Section 8.11.

Post-Closing Obligations. (a) Within 5 Business Days of The Note Parties shall comply with each requirement set forth on Schedule 8.16(a) on or before the Closing Date date specified for such requirement (or such later date as agreed to by the Agent Holders, in its their sole discretion, may agree), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 one hundred and twenty (120) days of following the Closing Issue Date (or such later longer period following such date as agreed to by the Agent Majority Holders, in its their sole discretion, may agree), the Borrowers Grantors shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as comply with each of the Closing Date, among requirements set forth in Section 8.13 in the Obligors, the Subsidiaries case of the Obligors and Agenteach Real Property identified as Material Real Property as set forth on Schedule 6.9. (c) Within 30 90 days of following the Closing Issue Date (or such later longer period following such date as agreed to the Majority Holders, in their sole discretion, may agree), a registration statement shall have been declared effective by the Agent U.S. Securities and Exchange Commission (the “Commission”) with respect to the resale of the Ordinary Shares issuable upon conversion of the Notes, the Issuer shall have not suspended the use of such registration statement for any reason and no stop order suspending the effectiveness of such registration statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Issuer, shall be contemplated by the Commission. (d) Within thirty (30) days following the Issue Date (or such longer period following such date as the Majority Holders, in its their sole discretion, may agree), the Borrowers Issuer shall cause Pro Farm Inc. to (x) execute and deliver to the Initial Purchasers and the Collateral Agent, as applicable, in each case in form and substance reasonably satisfactory to the Majority Holders in all respects: (i) the Guaranty Agreement, the Pledge and Security Agreement, the Intellectual Property Security Agreements, the First Lien/First Lien Intercreditor Agreement and such other executed agreements, schedules, exhibits, certificates, documents, financial information and filings as the Majority Holders may reasonably request in connection with or relating to the Transactions, (ii) an officer’s certificate of Pro Farm Inc. in substantially the form delivered to the Initial Purchasers by the Note Parties pursuant to Section 5.2(d) on the Issue Date, including all attachments referenced therein, (iii) a certificate of good standing for Pro Farm Inc. as of a date not more than thirty (30) days before the date of Pro Farm Inc. becomes a Guarantor, (iv) opinions of Linklaters LLP, U.S. counsel to the Note Parties in substantially the form delivered to the Initial Purchasers and the Collateral Agent insurance endorsements satisfying pursuant to Section 5.2(e) on the Issue Date and (v) a completed Perfection Certificate, or supplement to the Perfection Certificate, for Pro Farm Inc. and (y) to take all actions specified in the Collateral Documents consistent with the requirements set forth in Section 8.6.2(a5.2(k). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 thirty (30) days of following the Closing Issue Date (or such later longer period following such date as agreed the Majority Holders, in their sole discretion, may agree), the Issuer shall cause each Post-Closing Guarantor (other than Pro Farm Inc.) to execute and deliver to the Initial Purchasers and the Collateral Agent, as applicable, in each case in form and substance reasonably satisfactory to the Majority Holders in all respects: (i) the Guaranty Agreement and such other executed agreements, schedules, exhibits, certificates, documents, financial information and filings as the Majority Holders may reasonably request in connection with or relating to the Transactions, (ii) an officer’s certificate of each Post-Closing Guarantor in substantially the form delivered to the Initial Purchasers by the Note Parties pursuant to Section 5.2(d) on the Issue Date, including all attachments referenced therein, (iii) a certificate of good standing (or an equivalent certificate from each local jurisdiction) for each Post-Closing Guarantor as of a date not more than thirty (30) days before the date such Post-Closing Guarantor becomes a Guarantor, (iv) opinions of Linklaters LLP, U.S. counsel to the Note Parties and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Advogados, Brazilian counsel to the Note Parties, in each case, in substantially the form delivered to the Initial Purchasers and the Collateral Agent pursuant to Section 5.2(e) on the Issue Date and (v) a completed Perfection Certificate, or supplement to the Perfection Certificate, for each Post-Closing Guarantor. (f) Within 30 days following the Issue Date (or such longer period following such date as the Majority Holders, in its their sole discretion, may agree), enter into Deposit Account Control Agreements with respect each Initial Purchaser shall have received certificates of insurance and insurance endorsements naming the Collateral Agent as additional insured, lender loss payee or mortgagee, in each case, in form and substance reasonably satisfactory to any Deposit Accounts pursuant to the Majority Holders that satisfy the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. Cause the following to be delivered to the Administrative Agent, properly executed by a Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent, (x) with respect to clauses (a) Within 5 Business Days of and (b),within sixty (60) days after the Closing Date (or as such later date as agreed time period may be extended for a period up to thirty (30) days in the Administrative Agent’s reasonable discretion) (“Mortgage Effective Date”) and (y) with respect to clause (c), within forty-five (45) days after the Closing Date: (a) Mortgages with respect to each Material Owned Real Property and Material Leased Real Property (other than the Excepted Leased Real Property), in each case duly executed by the appropriate Loan Party, together with: (i) evidence that counterparts of such Mortgages have been duly executed, acknowledged and delivered in form suitable for filing or recording on or before the Mortgage Effective Date, in all filing or recording offices that the Collateral Agent may reasonably deem necessary or desirable in its sole discretion)order to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid; (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”) in form and substance, with endorsements (including zoning endorsements) and in amount reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring such Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably deem necessary or desirable and with respect to any property in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality or a zoning report from Planning and Zoning Resources Corporation, in each case reasonably satisfactory to the Collateral Agent; (iii) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated no more than thirty (30) days before the Mortgage Effective Date, certified to the Collateral Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Collateral Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and reasonably acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the Borrowers shall deliver location of any easements, parking spaces, rights of way, building set back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to Agent evidencesuch property, and other defects, other than encroachments and other defects reasonably acceptable to the Collateral Agent; (iv) estoppel and consent agreements, in form and substance reasonably satisfactory to the Collateral Agent, executed by each of the lessors of the leased real properties listed on Schedules 5.17(b)(ii) hereto, along with (x) a memorandum of lease in recordable form with respect to such leasehold interest, executed and acknowledged by the owner of the affected real property, as lessor, (y) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary or desirable, in the Collateral Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest or (z) if such leasehold interest was acquired or subleased from the holder of a recorded leasehold interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in each case in form sufficient to give such constructive notice upon recordation and otherwise in form reasonably satisfactory to the Collateral Agent, (v) estoppel certificates executed by all tenants of the leased real properties listed on Schedule 5.17(b)(iii) hereto; (vi) (A) evidence as to whether each such Material Owned Property and Material Leased Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Collateral Agent, and (B) if such Material Owned Property or Material Leased Property is a Flood Hazard Property, (1) evidence as to whether the community in which such Material Owned Property or Material Leased Property is located is participating in the National Flood Insurance Program, (2) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Collateral Agent as to the fact that such Material Owned Property or Material Leased Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (3) copies of the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Collateral Agent and naming the Collateral Agent as sole loss payee on behalf of the Secured Parties; (vii) lien waiver agreements, in form and substance reasonably satisfactory to the Collateral Agent, for each Material Leased Property (other than the Indiana Port Leased Premises), each executed by the owner of such Material Leased Property in favor of the Collateral Agent, by which such owner waives any Lien that such Person ever may have with respect to any of the Collateral, provided, however, that failure to obtain any such lien waiver agreements shall not be deemed an Event of Default hereunder; (viii) a letter agreement (or consent) with the Indiana Port Lessor, in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which the Indiana Port Lessor acknowledges that (A) the Collateral Agent, for the benefit of the Lenders, shall have a first priority security interest in all of the Indiana Port Lease Collateral, subject to the terms of the Intercreditor Agreement and (B) the Lien of the Indiana Port Lessor is subordinate to the Lien of the Collateral Agent; (ix) a letter of acknowledgement from the Indiana Port Lessor, in form and substance reasonably satisfactory to the Collateral Agent, that under the Trademark Assignment Indiana Port Lease Agreement (A) the Mortgage securing the Indiana Port Leased Premises shall be a “Mortgage” in all respects and (B) the Collateral Agent, for the benefit of the Lenders, shall be a “Mortgagee” and shall have all the rights of a “Mortgagee” as defined set forth in the Purchase Indiana Port Lease Agreement; (x) evidence of the insurance required by the terms of such Mortgages, (xi) evidence of the release of the Kiewit Deed of Trust; (xii) such other consents, agreements and confirmations of lessors and third parties as the Patent Assignment Agreement Collateral Agent may reasonably deem necessary or desirable and evidence that all other actions that the Collateral Agent may reasonably deem necessary or desirable in order to create valid first and subsisting Liens on the property described in such Mortgages has been taken; and (xiii) such other assurances, certificates and documents as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark OfficeCollateral Agent reasonably may require. (b) Within 15 days The executed opinions of (i) Akin Gump ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, special New York counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, in form and substance acceptable to the Administrative Agent and (ii) local counsel to the Loan Parties in states in which the Material Leased Properties and the Material Owned Properties are located, with respect to the enforceability of the Closing Date Mortgages delivered pursuant to clause (or such later date as agreed to by the Agent in its sole discretion)a) and any related fixture filing, the Borrowers shall deliver addressed to the Administrative Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. and each Lender, in form and substance acceptable to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Administrative Agent. (c) Within 30 days Evidence that each of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement Deposit Accounts (as defined in the Purchase Security Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (Borrower or such later date as agreed to by the Agent in any of its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement Subsidiaries with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, JPMorgan Securities and (ii) for which ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall (A) have been closed or (B) subject to a control agreement in form and substance reasonably satisfactory to the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateCollateral Agents.

Post-Closing Obligations. (a) Within 5 Business Days of the Closing Date time periods set forth therefor on Schedule 7.20 (or such later date longer periods of time as may be agreed to by the Agent Required Purchasers in its their sole discretion), the Borrowers shall deliver to Agent evidencethe Purchasers such other documents, instruments, certificates or agreements as are listed on Schedule 7.20 or take such other actions as are described on Schedule 7.20, in each case in form and substance reasonably satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark OfficeRequired Purchasers. (b) Within 15 10 days of after the Combination Closing Date (or such later date longer period of time as may be agreed to by the Agent Required Purchasers in its their sole discretion), the Borrowers Issuer shall deliver ensure that the Acquiror (i) becomes a Guarantor by executing and delivering to the Agent an executed joinder from Honeywell Safety Products Purchasers a Joinder Agreement or such other documents as the Required Purchasers shall reasonably request for such purpose, and (Chuzhouii) Co. Ltd. delivers to that certain Intercompany Subordination Agreement, dated as the Authorized Representative a Perfection and Due Diligence Certificate in respect of the Closing DateAcquiror and documents of the types referred to in Sections 5.01(f)-(h) in order to grant Liens to the Collateral Agent for the benefit of the Secured Parties in all assets of the Acquiror constituting Collateral and favorable opinions of counsel to the Acquiror (which shall cover, among the Obligorsother things, the Subsidiaries legality, validity, binding effect and enforceability of the Obligors documentation referred to in clause (i) or (ii), as applicable), all in form, content and Agentscope reasonably satisfactory to the Authorized Representative and the Required Purchasers. (c) Within 30 14 days of after the Combination Closing Date (or such later date longer period as may be agreed to by the Agent Required Purchasers in its their sole discretion), the Borrowers Note Parties shall deliver that certain Blocked Account Control Agreement, to be entered into by and among the Note Parties, the Collateral Agent, Wilmington Savings Fund Society, FSB, as collateral agent under the FP Note Documents and JPMorgan Chase Bank, N.A., in form and substance reasonably satisfactory to the Required Purchasers. \\4165-2766-4210 v2v5 (d) Within 60 days after the Combination Closing Date (or such longer period of time as may be agreed to by the Required Purchasers in their sole discretion), the Note Parties shall deliver to the Agent Authorized Representative and the Purchasers insurance certificates and endorsements satisfying meeting the requirements set forth in Section 8.6.2(a). (d6.07(c) Promptly following of this Agreement in form and substance reasonably satisfactory to the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) Authorized Representative and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the LendersPurchasers. (e) Within 60 days of 2 Business Days after the Combination Closing Date (or such later date longer period of time as may be agreed to by the Agent Required Purchasers in its their sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers Note Parties shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor Authorized Representative and the Purchasers copies of the Agent Acquiror Charter and the Revolving Loan Agent) for Certificate of Merger (as such terms are defined in the Merger Agreement), each location leased from a non-Borrower that (i) holds Inventory or Equipment certified by the Secretary of an aggregate value in excess State of $1,000,000 or is the principal location State of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateDelaware.

Post-Closing Obligations. (ai) Within 5 Business Days of 45 days following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequired Lenders may approve), the Borrowers U.S. Bankruptcy Court shall deliver to Agent evidencehave entered an order, in form and substance satisfactory to Agentthe Administrative Agent and the Lenders, authorizing and approving, on a final basis, this Agreement, the other Loan Documents, the Commitment Letter and the Fee Letter and all of their respective provisions and the priorities and liens granted under Sections 364(c) (and solely with respect to the Catawba Acre Lien, Section 364(d)) of the U.S. Bankruptcy Code, and containing such other terms and conditions as are acceptable to the Required Lenders in their sole discretion (the "Final Order"), which order shall not have been vacated, reversed or stayed or, without the consent of the Required Lenders, modified or amended; provided, however, that any such modification or amendment that is adverse to an Initial Lender shall be subject to the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officeconsent of such Initial Lender. (bii) The Borrowers shall be in compliance with the DIP Financing Orders and the Recognition Orders and each of the DIP Financing Orders and the Recognition Orders shall not have been reversed, modified, amended, stayed or vacated, in the case of any amendment or modification, without the prior written consent of the Required Lenders; provided, however, that any such modification or amendment that is adverse to an Initial Lender shall be subject to the consent of such Initial Lender. (iii) Within 15 45 days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequired Lenders may approve), the Borrowers Credit Parties shall deliver have executed and delivered any security agreements, pledge agreements and any other documents and agreements relating thereto reasonably requested by FFH, in each case, in form and substance reasonably acceptable to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and AgentFFH. (civ) Within 30 10 days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequired Lenders may approve), the Borrowers Collateral Agent shall deliver have received a certificate from the Borrowers' insurance broker or other evidence satisfactory to it that all insurance required to be maintained by the Credit Parties hereunder is in full force and effect, together with endorsements naming the Collateral Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a)as additional insured and loss payee thereunder. (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (ev) Within 60 45 days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequired Lenders may approve), enter into Deposit Account Control Agreements the Borrowers shall have appointed a Chief Restructuring Officer reasonably acceptable to the Required Lenders. (vi) The Credit Parties shall provide written notice to the Administrative Agent and FFH in reasonable detail within two Business Days of (A) any purchase offer that any Credit Party or a Subsidiary may receive with respect to any Deposit Accounts pursuant material asset (including with respect to the requirements Abitibi Entities), (B) any plan or proposal to sell or otherwise dispose of Section 8.5any material asset of the Credit Parties or their Material Subsidiaries (including with respect to the Abitibi Entities), and (C) any plan or proposal for the issuance of Debt or Equity Interests by any Credit Party or any Subsidiary thereof (excluding the Abitibi Entities), and, in each case, at the request of FFH, additional details with respect to any such offer, plan or proposal, to the extent not prohibited by confidentiality requirements. (fvii) Within 60 45 days following the Closing Date, obtain private debt ratings on the Obligations under the DIP Facility from ▇▇▇▇▇'▇ and Standard & Poor's. (viii) Within 10 days following the Closing Date, the Administrative Agent shall have received from each Secondary Guarantor duly executed counterparts of the closing documents described in Sections 3.01(a)(iii), (iv), (v) and (vi). (ix) Within 10 Business Days following the Closing Date, the Administrative Agent shall have received a complete and accurate list of (A) all Material Real Property owned by any Credit Party or any of its Subsidiaries, showing as of the date hereof the street address (if available), county or other relevant jurisdiction, state, record owner and book value thereof, (B) all leases of Material Real Property under which any Credit Party or any of its Subsidiaries is the lessee, showing as of the date hereof the street address, (if available) county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof and (C) all leases of Material Real Property under which any Credit Party is the lessor, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. (x) Within 45 days following the Closing Date, as such time period may be extended by the Administrative Agent and FFH in their sole discretion (provided, that if substantially all of the items described in this Section 5.01(I) are not delivered by the date that is 90 days after the Closing Date, any additional extensions shall be subject to the approval of the Required Lenders), the Borrower shall deliver deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in form and substance reasonably satisfactory to the Administrative Agent and FFH (the "Mortgages") with respect to the properties requested by FFH after the date hereof, duly executed by the appropriate Credit Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered on or before the date that is 45 days after the Closing Date (or such later date as agreed to approved by the Administrative Agent and FFH in its their sole discretion) and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid; (B) fully paid American Land Title Association Lender's Extended Coverage (or, with respect to properties located in Canada, a Canadian equivalent thereof reasonably acceptable to the Administrative Agent and FFH) title insurance policies (the "Mortgage Policies") in form and substance, with endorsements and in amount reasonably acceptable to the Administrative Agent and FFH, issued by Chicago Title or one or more other title insurers reasonably acceptable to the Administrative Agent and FFH, insuring the Mortgages to be valid and subsisting Liens on the real property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) as the Administrative Agent may reasonably deem necessary or desirable, and a zoning report from Planning and Zoning Resources Corporation (or, with respect to properties located in Canada, a Canadian equivalent thereof reasonably acceptable to the Administrative Agent and FFH) satisfactory to Administrative Agent and FFH; (C) American Land Title Association/American Congress on Surveying and Mapping form surveys (or, with respect to properties located in Canada, a Canadian equivalent thereof reasonably acceptable to the Administrative Agent and FFH), for which necessary fees (where applicable) have been paid, dated no more than the date that is 45 days after the Closing Date or, solely in the case of the property located in ▇▇▇▇▇▇▇, Tennessee, 60 days after the Closing Date (or, in each case, such later date approved by the Administrative Agent and FFH in their sole discretion), Borrowers shall use commercially reasonable efforts to deliver certified to the Agent a Lien Waiver (which may be jointly in favor of Administrative Agent, the Collateral Agent and the Revolving Loan Agent) for each location leased from issuer of the Mortgage Policies in a nonmanner satisfactory to the Administrative Agent and FFH by a land surveyor duly registered and licensed in the States in which the real property described in such surveys is located and acceptable to the Administrative Agent and FFH, showing all buildings and other improvements, any off-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is site improvements, the principal location of a Borrower’s books any easements, parking spaces, rights of way, building set-back lines and recordsother dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Administrative Agent and FFH; (iiD) evidence of the insurance required by the terms of the Mortgages; (E) favorable opinions of local counsel for the Credit Parties (x) in states or provinces in which such properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance satisfactory to the Administrative Agent and FFH and (y) in states or provinces in which the Borrowers do not inform Credit Parties party to the Mortgages are organized or formed, with respect to the valid existence, corporate power and authority of such Credit Parties in the granting of the Mortgages, in form and substance satisfactory to the Administrative Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.and FFH; and

Post-Closing Obligations. To the extent not previously delivered on or prior the Closing Date: (a) Within 5 ten (10) Business Days following the Closing Date, Seller Representative will deliver to Buyer Representative certificates pursuant to section 187 of the Provincial Sales Tax Act (British Columbia) and section 99 of the Social Services Tax Act (British Columbia) and similar certificates under other sales tax legislation which indicates that such Seller has paid all Taxes collectible or payable under those statutes up to and including the Closing Date (or such later date as agreed to by or, where applicable, has entered into a satisfactory arrangement for the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.payment of those Taxes; (b) Within 15 days of the Closing Date ten (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou10) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of Business Days following the Closing Date, among the Obligors, the Subsidiaries Seller Representative and Buyer Representative will jointly make an election under section 167 of the Obligors and Agent.ETA contemplated by Section 7.2(b) of this Agreement; (c) Within 30 days of the Closing Date ten (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d10) Promptly Business Days following the Closing Date, the Borrowers shall use commercially reasonable efforts Seller Representative will deliver to record the assignment Buyer Representative copies of all material foreign Trademarks current documents or other materials that fully and Patents assigned accurately set forth, describe or embody all Trade Secrets and that enable Buyers to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) use and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in otherwise exercise its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement rights with respect to such Intellectual Property Trade Secrets. Further, for a period of six (6) months from such delivery, Sellers shall provide any reasonable assistance requested by Buyers to enable Buyers to fully understand and commence efficiently use such Trade Secrets for their intended purposes; (d) Within ten (10) Business Days following the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeClosing Date, in each case, Seller Representative together with Buyer Representative will deliver an Offer Letter to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines employees listed on Schedule 3.24(a) (excluding any employee that the costs signed an Employment Agreement pursuant to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.Section 2.7(a)); and (e) Within 60 days of the Closing Date ten (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f10) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after Business Days following the Closing Date, Seller Representative together with Buyer Representative will deliver to Rob More, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ a Non-Disclosure and Inventions Agreement.

Post-Closing Obligations. Holdings shall (a) Within 5 or shall procure that the relevant Credit Party shall), except as otherwise stated below, as soon as reasonably practicable but not later than 10 Business Days of the Closing Date (or such later date as agreed to may be permitted by the Collateral Agent in its sole discretion)) after the Closing Date, deliver to the Collateral Agent: (a) evidence of making of all recordings and filings and all action necessary or desirable in connection with the registration of the security interests intended to be created by the English Debenture in accordance with the Companies ▇▇▇ ▇▇▇▇ in form and substance satisfactory to the Collateral Agent not later than 21 days after the date of the English Debenture; (b) evidence that the Secretary of State has been notified of the creation of the security interests intended to be created by the English Debenture in respect of each Project Licence (as such term is defined in the English Debenture) in form and substance satisfactory to the Collateral Agent not later than 10 days after the date of the English Debenture; (c) evidence of the making of all recordings and filings (or arrangements therefor satisfactory to the Collateral Agent) and all action necessary or, in the reasonable opinion of the Collateral Agent, desirable, in connection with, the Borrowers shall deliver English Debenture as may be necessary to perfect and protect the security interests intended to be created by the English Debenture; (d) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect and protect the security interests purported to be created by the English Debenture have been taken (or arrangements therefor satisfactory to the Collateral Agent); (e) all of the Collateral consisting of certificated securities referred to in the English Charge Over Shares and then owned by the relevant Credit Party, together with executed and undated endorsements for transfer; and all other Collateral consisting of certificated securities and promissory notes, if any, owned by each Credit Party, (i) endorsed in blank in the case of any such promissory notes and (ii) together with executed and undated endorsements for transfer in the case of any such certificated securities. (f) evidence of the completion (or arrangements therefor satisfactory to the Collateral Agent) of all other recordings and filings of, or with respect to, and all action necessary or, in the reasonable opinion of the Collateral Agent, desirable, in connection with, the English Charge Over Shares as may be necessary to perfect and protect the security interests intended to be created by the English Charge Over Shares; (g) evidence that all other actions necessary to perfect and protect the security interests purported to be created by the English Charge Over Shares have been taken (or arrangements therefor satisfactory to the Collateral Agent); (h) any notices required in connection with the Luxembourg Confirmation Agreement within the time and form as contemplated thereunder; (i) any notices required in connection with the Luxembourg Release Agreement within the time and form as contemplated thereunder; (j) a notarial deed of second priority disclosed pledge over registered shares in the capital of Endeavour Energy Netherlands B.V., among EIH as pledgor, the Collateral Agent evidenceas pledgee and Endeavour Energy Netherlands B.V. as company in which the shares are being pledged (the “Dutch Second Priority Deed of Pledge of Shares”), in form and substance satisfactory to the Collateral Agent; and (k) concurrently with the delivery of the Dutch Second Priority Deed of Pledge of Shares, a favorable written opinion addressed to the Administrative Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days on behalf of the Closing Date (or such later date as agreed to by the Agent in its sole discretion)itself, the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Collateral Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment Lenders of an aggregate value ▇▇▇▇▇ & ▇▇▇▇▇, Dutch counsel to EIH, in excess connection with the entering into the Dutch Second Priority Deed of $1,000,000 or is the principal location Pledge of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateShares.

Post-Closing Obligations. (ai) Within 5 Business Days As promptly as practicable, and in any event within the number of days after the Effective Date specified on Schedule 7.01(s) (or, upon the reasonable discretion of the Closing Administrative Agent, at such other date specified by the Administrative Agent), the Loan Parties will deliver all documents and take all actions set forth on Schedule 7.01(s), including without limitation, delivery of Loan Documents not delivered on the Effective Date, delivery of quality of earnings report, completion of Appraisal and Field Examination, delivery the Effective Date Borrowing Base Certificate and obtaining collateral access agreements in favor of the Lenders from lessors under real property leased to the Loan Parties. (or ii) Not later than March 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date as agreed to requested by the Agent in its sole discretionBorrower and approved by the Administrative Agent), the Appraisal and the Field Examination shall have been completed, the Borrowers shall deliver to Agent evidencehave delivered the Effective Date Borrowing Base Certificate and quality of earnings report, in each case, in form and substance satisfactory to the Administrative Agent. (iii) Not later than the date that is five (5) Business days after the deliverables required under clause (ii) have been received by the Administrative Agent, that the Trademark Assignment Agreement Loan Parties and the Agents shall make such modifications and amendments to the Loan Documents as may be reasonably required by the Agents in their discretion to reflect the results of the Appraisal, the Field Examination and the quality of earnings report. (iv) The Borrower shall have engaged ▇▇▇▇▇▇▇ Consulting, LLC to assist in (x) re-modeling the Borrower’s historical financial statements on a monthly basis for the last twelve month period ended on the Effective Date LTM period and (b) Borrower’s projections, and, in each case, the Borrower shall deliver to the Administrative Agent such re-modeled financial statements and projections on or prior to January 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), in each case, in form and substance satisfactory to the Administrative Agent. (v) The Borrower shall, on or before April 30, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), enter into a customary registration rights agreement (the “Registration Rights Agreement”) reasonably acceptable to WhiteHawk Finance LLC pursuant to which the Borrower will be required to file with and have declared effective by the Securities and Exchange Commission a Registration Statement under the Securities Act of 1933, as amended, to register for resale the Warrant Shares (as defined in the Purchase AgreementWarrant) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officerelated registrable securities. (bvi) Within 15 days Each of the Closing Date following shall be delivered on or prior to January 31, 2022 (or or, upon the reasonable discretion of the Administrative Agent, at such later date as agreed to requested by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors Borrower and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to approved by the Agent in its sole discretion)Administrative Agent): (x) Belgian Security Documents, (y) Dutch Security Documents, and (z) the Borrowers Loan Parties shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in have delivered a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement Mortgage with respect to such Intellectual Property and commence each parcel of Material Real Estate, including Material Real Estate of the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeNI Obligor, in each case, in form and substance satisfactory to the extent Administrative Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (evii) Within 60 days On or prior to January 31, 2022 (or, upon the reasonable discretion of the Closing Date (or Administrative Agent, at such later date as agreed to requested by the Agent in its sole discretionBorrower and approved by the Administrative Agent), enter into Deposit each Belgian Loan Party shall have executed a joinder, in form and substance satisfactory to the Administrative Agent, to this Agreement. ​ (viii) On or prior to January 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), counsel for each Belgian Loan Party and Belgian Loan Party shall have delivered opinions in form and substance reasonably satisfactory to the Administrative Agent. (ix) On or prior to January 31, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), the Loan Parties shall have delivered Account Control Agreements for each deposit account, commodities account and securities account of each Loan Party, in each case, other than with respect to any Deposit Accounts pursuant to the requirements of Section 8.5Excluded Accounts. (fx) Within 60 days On or prior to January 15, 2022 (or, upon the reasonable discretion of the Closing Date (or Administrative Agent, at such later date as agreed to requested by the Agent in its sole discretionBorrower and approved by the Administrative Agent), Borrowers the Loan Parties shall use commercially have lender loss payee and additional insured endorsements with respect to insurances maintained by the Loan Parties. (xi) On or prior to January 15, 2022 (or, upon the reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor discretion of the Administrative Agent, at such later date requested by the Borrower and approved by the Administrative Agent), the Collateral Agent and the Revolving Loan Agent) shall have received an assignment of business interruption insurance for each location leased from a non-of the Loan Parties. (xii) On or prior to April 30, 2022 (or, upon the reasonable discretion of the Administrative Agent, at such later date requested by the Borrower that (iand approved by the Administrative Agent), the Loan Parties shall comply with Section 7.01(m) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention with respect to vacate such location within six months after the Closing Dateobtaining collateral access agreements.

Post-Closing Obligations. (a) Within 5 Business Days of No later than 30 days following the Closing Date (or such later date as agreed to Date, unless otherwise extended by the Agent in its sole discretion, the Borrower will execute and deliver: (i) fully executed and notarized counterparts of a mortgage, deed of trust or deed to secure debt, leasehold mortgage, leasehold deed of trust, leasehold deed to secure debt or similar documents and corresponding UCC fixture filings in form and substance reasonably satisfactory to the Agent (as may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof, each, a “Mortgage” and collectively, “Mortgages”), which Mortgages shall cover all of the Borrowers shall deliver Real Estate by the Company or any of its Subsidiaries which are subject to “Mortgages” under the Term Loan Documents (each, a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with evidence that counterparts of the Mortgages and corresponding UCC fixture filings have been delivered to a title insurance company for recording in all places to the extent necessary or, in the reasonable opinion of the Agent, desirable to effectively create a valid and enforceable second priority (subject only the first priority lien under the Term Loan Documents) mortgage lien on each Mortgaged Property in favor of the Agent evidence(or such other trustee as may be required or desired under local law) for the benefit of the Lenders and any providers of Hedge Agreements approved by Agent; (ii) releases of all mortgages and related instruments executed in connection with the Senior Notes that encumber the Mortgaged Properties; (iii) opinions of local counsels addressing customary matters relating to the Mortgages, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.; and (biv) Within 15 days of the Closing Date (with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or such later date other instruments as agreed to shall reasonably be deemed necessary by the Agent in its sole discretion), order for the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as owner or holder of the Closing Date, among fee or leasehold interest constituting such Mortgaged Property to grant the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to lien contemplated by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement Mortgage with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the LendersMortgaged Property. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. No later than February 28, 2011 (unless waived in accordance with Section 9.02): (a) Within 5 Business Days The Borrower shall have delivered or shall have caused to have been delivered to the Administrative Agent a Pledge Agreement executed by the owner or owners of at least 65% of the Closing Date Equity Interest in each Material Foreign Subsidiary in existence as of such date. (b) The Borrower shall have delivered or shall have caused to have been delivered to the Administrative Agent such later date documents, resolutions, and certificates as agreed the Administrative Agent may have reasonably requested relating to by the Agent organization, existence and good standing of each Material Foreign Subsidiary referred to in its sole discretionSection 2.21(a) and each Person executing and delivering a Pledge Agreement pursuant to Section 2.21(a) (each such Person, a “Pledgor”), the Borrowers authorization of such execution and delivery by such Pledgor, and any other legal matters relating to such Material Foreign Subsidiary and each such Pledgor, all in form and substance satisfactory to the Administrative Agent. (c) The Borrower shall deliver have delivered or shall have caused to have been delivered to the Administrative Agent evidencea certificate in respect of the name and signature of each officer of each Pledgor who is authorized to sign on its behalf a Pledge Agreement required to be delivered by this Section 2.21. (d) The Borrower shall have delivered or shall have caused to have been delivered to the Administrative Agent a favorable written opinion (addressed to the Administrative Agent and the Lenders) of counsel to each such Material Foreign Subsidiary reasonably satisfactory to the Administrative Agent, in form and substance satisfactory to Agentthe Administrative Agent and its counsel and covering such matters relating to each such Material Foreign Subsidiary, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (such Pledge Agreements, or such later date pledge as agreed the Administrative Agent shall have reasonably requested. The Borrower hereby requests such counsel to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lendersopinion. (e) Within 60 days On the date of the Closing Date (execution and delivery of such Pledge Agreements or the pledge of the Equity Interests pursuant thereto, no Law shall have prohibited the execution or delivery of such later date as agreed to by Pledge Agreements or the Agent pledge of the Equity Interests pursuant thereto, and no litigation or other proceeding shall have been pending or threatened which enjoined, prohibited, restrained, or otherwise adversely affected in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts material manner the execution or delivery of any such Pledge Agreement or the pledge of the Equity Interests pursuant to the requirements of Section 8.5thereto. (f) Within 60 days All approvals and consents of any Governmental Authority or any other third person necessary in connection with the execution, delivery and performance of each such Pledge Agreement, the performance by each Pledgor of its obligations thereunder, and the pledge of the Closing Date Equity Interests pledged thereby shall have been obtained and shall have been in full force and effect. (g) All filings, registrations and other similar actions with such Material Foreign Subsidiary or any applicable Governmental Authority that are necessary to perfect each such later date pledge shall have been duly performed, taken or made. Each certificate representing or evidencing the Equity Interests so pledged shall have been delivered to the Administrative Agent pursuant to such Pledge Agreement in suitable form for transfer by delivery, or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent. (h) The Borrower shall have executed and delivered, and shall have caused to have been executed and delivered, such further agreements, documents, and instruments and shall have taken or caused to be taken such further actions as agreed to shall have been requested by the Administrative Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to carry out the Agent a Lien Waiver (which may be jointly in favor terms and provisions and purposes of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Datethis Section 2.21.

Post-Closing Obligations. (a) Within 5 Business Days The Loan Parties shall satisfy and complete each of the Closing Date (following obligations, or such later provide Agent each of the items listed below, as applicable, on or before the date as agreed indicated below, all to by the satisfaction of Agent in its sole and absolute discretion (the date upon which Agent determines, in its sole and absolute discretion): (a) By not later than August 29, the Borrowers shall 2013, deliver to Agent evidence, evidence in form and substance satisfactory to Agent, Agent that the Trademark Assignment Agreement board of directors of Immune Surviving Corporation have ratified and approved the execution by Immune Surviving Corporation of the Unconditional Guaranty (as defined in the Purchase Loan Agreement, as amended by this Agreement) and the Patent Assignment Agreement Charge (as defined in the Purchase Loan Agreement) have been filed and recorded the United States Patent and Trademark Office., as amended by this Agreement); (b) Within 15 days of the Closing Date (or such By not later date as agreed to by the Agent in its sole discretion)than August 30, the Borrowers shall 2013, deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhouupdated Schedule 5.2(d) Co. Ltd. to that certain Intercompany Subordination the Loan Agreement, dated as of which schedule shall list the Closing Date, among Loan Parties’ Intellectual Property after giving effect to the Obligors, the Subsidiaries of the Obligors and Agent.Immune Merger; (c) Within 30 days of the Closing Date (or such By not later date as agreed to by the Agent in its sole discretion)than August 30, the Borrowers shall 2013, deliver to the Agent insurance endorsements satisfying the requirements set forth a fully-executed secretary’s certificate for Immune Surviving Corporation, together with appropriate corporate documentation, resolutions and good standing certificates, each in Section 8.6.2(a).accordance with Israeli law; (d) Promptly following By not later than August 23, 2013, deliver to Agent Borrowers’ duly executed original signature page to the Closing DateThird Amendment Warrant; (e) By not later than twenty (20) days after the effective date of the Unconditional Guaranty and Charge, the Borrowers and each Loan Party shall use commercially reasonable efforts take such steps as are required to record the assignment of all material foreign Trademarks perfect Agent’s Liens in connection with such Unconditional Guaranty and Patents assigned to US Footwear under the Trademark Assignment Agreement Charge and any other Guarantor Documents (as defined in the Purchase Agreement) and the Patent Assignment Agreement Unconditional Guaranty (as defined in the Purchase Loan Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e, as amended by this Agreement), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5.; (f) Within 60 By not later than thirty (30) days after the Third Amendment Effective Date, Borrowers and each Loan Party shall deliver to Agent evidence in form and substance satisfactory to Agent that the Indebtedness of Immune Surviving Corporation in favor of Bank Hapoalim has been satisfied in full and any Liens in favor of Bank Hapoalim have been discharged; (g) By not later than twenty (20) days after the Third Amendment Effective Date, execute any further instruments and take further actions as Agent reasonably requests to perfect or continue Agent’s Lien in the Collateral or to effect the purposes of the Closing Date Loan Agreement and this Agreement; (or such later date h) As soon as agreed to by the Agent in its sole discretion)any remaining legal requirements with respect thereto have been satisfied, Borrowers shall use commercially reasonable efforts take such steps as are required to dissolve Immune Surviving Corporation’s fully-owned subsidiary, Immune Pharmaceuticals USA Corporation, a Delaware corporation. The Loan Parties’ failure to complete and satisfy any of the above obligations on or before the date indicated above, or the Loan Parties’ failure to deliver to the Agent a Lien Waiver (which may be jointly in favor any of the Agent above listed items on or before the date indicated above, shall constitute an immediate and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment automatic Event of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateDefault.

Post-Closing Obligations. (a) Within 5 Business Days of By no later than 60 days after the Closing First Amendment Effective Date (or such later date as agreed to by the Agent in its sole discretion“Post-Closing Date”), the Borrowers Borrower shall deliver the following to Administrative Agent evidence, (each in form and substance satisfactory to the Administrative Agent, that ): (a) the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.Specified Mortgages; (b) Within 15 days an opinion of counsel in the Closing Date (or such later date as agreed to by the Agent state in its sole discretion)which any parcel of Specified Real Property is located from counsel, the Borrowers shall deliver and in a form, reasonably satisfactory to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Administrative Agent.; (c) Within 30 days if any such parcel of Specified Real Property is determined by the Closing Date (Administrative Agent to be in a “Special Flood Hazard Area” as designated on maps prepared by the Federal Emergency Management Agency, a flood notification form signed by the Borrower or such later date as agreed to by Loan Party and evidence that flood insurance is in place for the Agent building and contents, all in its sole discretion)form, the Borrowers shall deliver substance and amount satisfactory to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).Administrative Agent; (d) Promptly following the results of a recent lien search in the jurisdiction of organization of each Loan Party and each jurisdiction where assets of such Loan Parties are located, and the results of a recent title search on each parcel of Specified Real Property, and such search shall reveal no Liens on any of the assets or properties of such Loan Parties except for liens permitted by Section 6.02 or discharged on or prior to the Post-Closing Date pursuant to a pay-off letter or other documentation satisfactory to the Administrative Agent; ​ ​ ​ (e) evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of this Agreement and the Collateral Documents; (f) (x) at least five (5) days prior to the Post-Closing Date, all documentation and other information regarding the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined Loan Parties identified in the Purchase Agreement) Collateral Documents or Loan Guaranty requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each caseUSA PATRIOT Act, to the extent Agentrequested in writing of such Loan Parties at least ten (10) days prior to the Post-Closing Date, and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for each such Loan Party, and to the extent any such Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Post-Closing Date, any Lender that has requested, in its Permitted Discretion after consultation with Borrower Agent, determines that a written notice to any such Loan Party at least the costs (10) days prior to the Obligors Post-Closing Date, a Beneficial Ownership Certification in relation to such Loan Party shall have received such Beneficial Ownership Certification; (g) resolutions and officers certificates of doing so do not materially outweigh the benefits afforded each Restricted Subsidiary that is a Loan Party, each reasonably satisfactory to the Lenders.Administrative Agent; (eh) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements deposit account control agreements and additional legal opinions with respect to any Deposit Accounts pursuant the Security Agreement and Loan Guaranty to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to extent requested by the Agent in its sole discretion)Administrative Agent, Borrowers shall use commercially reasonable efforts to deliver each reasonably satisfactory to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Administrative Agent) for each location leased from a non-Borrower that ; and (i) holds Inventory such other documents as the Administrative Agent, the Issuing Bank, any Lender or Equipment of an aggregate value their respective counsel may have reasonably requested in excess of $1,000,000 connection with the Collateral Documents or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateLoan Guaranty.

Post-Closing Obligations. ▇▇▇▇▇▇ and ▇▇▇▇▇ acknowledge and agree that certain actions are required after the Extender Rights Transfer at Closing in order to undertake and complete the transfer of ownership of the San ▇▇▇▇ Project and to restructure the San ▇▇▇▇ Project as contemplated under this Agreement. Seller and ▇▇▇▇▇ will use commercially reasonable efforts to work together cooperatively in order to seek to accomplish the actions. (a) Within 5 Business Days Buyer will use commercially reasonable efforts to negotiate, finalize and execute all Transaction Agreements including, without limitation: (i) the Restructured Participation Agreement; (ii) the Transition Operating Agreement; (iii) the Amended and Restated Decommissioning Agreement; (iv) the Second Amended and Restated Mine Reclamation Agreement; (v) the Non-Extender Transfer Agreements with all Participants classified as Non-Extenders under the Participation Agreement pursuant to which all such Non-Extenders have transferred and conveyed all of their respective rights, titles and interests in the San ▇▇▇▇ Project to the Buyer in accordance with the Participation Agreement; (vi) the New Coal Supply Agreement between Buyer and ▇▇▇▇▇▇▇▇▇▇▇▇ Coal Company; (vii) the New Coal Combustion Residual Disposal Agreement between Buyer and ▇▇▇▇▇▇▇▇▇▇▇▇ Coal Company; and (viii) any other agreements with the Non-Extenders and the Exited Participants that may be required to effectuate the San ▇▇▇▇ Project restructuring contemplated herein, provided that nothing herein will require Buyer to accept or adopt any term, condition or provision in any of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officeforegoing agreements. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in Buyer will use its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record complete the assignment of all material foreign Trademarks following actions post-Closing: (i) issue the final ▇▇▇▇▇▇▇ and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement ▇▇▇▇▇ Report with respect to such Intellectual Property the financial and commence engineering viability of the process of Carbon Capture Equipment and use associated transportation pipeline infrastructure and will provide Seller a commercially reasonable efforts opportunity to pursue review and comment on the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.findings; (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) prepare market feasibility estimates and financial projections for which the Borrowers do not inform Restructured San ▇▇▇▇ Project and will provide Seller a commercially reasonable opportunity to review and comment on the Agent promptly after findings; (iii) complete any environmental studies required by the Closing Date Transaction Agreements; and (iv) complete the transfer of their intention to vacate such location within six months after any parcels of Real Property or easements or rights-of-way required by Buyer for operation of the Closing DateSan ▇▇▇▇ Project.

Post-Closing Obligations. (a) Within 5 Business Days Upon the occurrence of a Material Acquisition Change, the Borrower shall promptly seek to consummate an equity financing that will result in gross proceeds to the Borrower of at least $5,000,000 from the issuance and sale of its Capital Stock. To the extent the Net Working Capital of the Closing Date (or such later date as agreed to by the Agent in its sole discretion)Borrower is negative, the Borrowers shall deliver Collateral Agent may require the Borrower to Agent evidence, in form use the proceeds from such issuance and substance satisfactory sale of its Capital Stock to Agent, that restore the Trademark Assignment Agreement (as defined Net Working Capital balance to zero with any excess proceeds being used to repay the Obligations and the Convertible Note Obligations in the Purchase Agreement) and the Patent Assignment Agreement (as defined manner provided for in the Purchase Guaranty and Collateral Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 twenty (20) days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of following the Closing Date, among the ObligorsBorrower shall have entered into a third party source code escrow agreement for the escrow of the Borrower’s software with a software escrow agent identified by the Collateral Agent on terms and conditions satisfactory to, and for the benefit of, the Subsidiaries of the Obligors and Collateral Agent. (c) Within 30 days At the request of the Closing Date (or such later date as agreed to by the Agent in its sole discretion)Collateral Agent, the Borrowers Borrower shall deliver take such actions as are necessary to cause the Agent insurance endorsements satisfying Borrower to be redomiciled in the requirements set forth in Section 8.6.2(a)United States by no later than December 31, 2019. (d) Promptly Within ten (10) days following the Closing Date, Borrower shall have delivered to Collateral Agent (i) evidence of insurance complying with the requirements of Section 8.8 and (ii) separate certificates or policy language naming the Collateral Agent as an additional insured on all liability policies and lenders’ loss payee on all property policies for the business and properties of each Loan Party. (e) Within thirty (30) days following the Closing Date, the Borrowers Collateral Agent shall use commercially reasonable efforts to record have received a duly executed Collateral Access Agreement, signed by each of the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e)applicable parties thereto, for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days all of the reasonable request by Agent properties where the Loan Parties presently conduct their business (or f) Following the Closing Date, the Borrower and its Subsidiaries shall take such later date action, and execute such documents, as agreed to may be requested by the Collateral Agent in order to perfect its sole discretion), Obligors will Lien on the Collateral. (g) The Collateral Agent agrees that the disclosure schedules to the extent applicable Merger Agreement shall, solely for purposes of any schedules to such jurisdictionArticle 6, constitute the disclosure schedules to this Agreement; provided, that, (i) sign the Borrower shall provide disclosure schedules specific to Article 6 of this Agreement within ten (10) days following the Closing Date and deliver (ii) the Borrower shall provide all schedules and exhibits to Agent an the Collateral Documents (including the Guaranty and Collateral Agreement, the Intellectual Property Security Agreement with respect to such and any documents referenced in the Guaranty and Collateral Agreement and Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the LendersSecurity Agreement). (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. A. The Credit Parties shall have sixty (a60) Within 5 Business Days days following the Fourth Amendment Effective Date to sign and deliver the Oil and Gas Mortgages required under Section 6.11(a)(i) of the Closing Date Credit Agreement (or such later date as agreed to the 60 days may be extended by the Administrative Agent in its sole discretion), respecting the Borrowers Oil and Gas Properties more particularly described on Exhibit A attached hereto and incorporated herein by this reference. Borrowers’ failure to timely deliver those Mortgages within the time provided shall constitute an immediate Event of Default under the Credit Agreement and no additional notice or cure period shall apply to that failure. B. The Credit Parties shall have thirty (30) days following the Fourth Amendment Effective Date (which 30-days may be extended by Administrative Agent in its sole discretion) to sign and deliver to the Administrative Agent evidence, a pledge agreement (in form and substance satisfactory substantially similar to Agent, that the Trademark Assignment Pledge Agreement (as defined in the Purchase Existing Credit Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver and acceptable to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Administrative Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to which the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers Credit Parties shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly grant and pledge in favor of Administrative Agent (for the Agent ratable benefit of the Lenders) first priority liens and the Revolving Loan Agent) for each location leased from a non-Borrower that security interests encumbering (i) holds Inventory or Equipment all of an each Credit Party’s respective Equity Interests held at such time in Superior LLC (which shall not be less than fifty percent (50%) of the aggregate value Equity Interests held at such time in excess of $1,000,000 or is the principal location of a Borrower’s books and recordsSuperior LLC by all Persons holding any such Equity Interests), and together with (ii) all of each Credit Party’s related rights, title and interests in and to all corresponding distributions, profits and proceeds arising therefrom. Contemporaneously with the Credit Parties’ delivery of such a pledge agreement to the Administrative Agent, the Administrative Agent shall cause a new UCC financing statement to be filed against each such grantor thereunder (in each jurisdiction as may deemed necessary by Administrative Agent), which shall include a description of the collateral as more particularly provided for which in said pledge agreement. The Credit Parties’ failure to timely deliver such a pledge agreement within the Borrowers do not inform time provided for herein shall constitute an immediate Event of Default under the Agent promptly after the Closing Date of their intention Credit Agreement and no additional notice or cure period shall apply to vacate such location within six months after the Closing Datethat failure.

Post-Closing Obligations. The Credit Parties shall deliver, or cause to be delivered, to the Agent, or take, or cause to be taken, the documents, deliverables, actions or efforts set forth below, in form and substance reasonably satisfactory to the Agent, as promptly as practicable following the Fourth Amendment Effective Date, but in any event no later than the dates referred to below with respect to each such item (or, in each case, such later date as Agent shall agree in its sole discretion): ​ (a) Within 5 five (5) Business Days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretion)Fourth Amendment Effective Date, the Borrowers Credit Parties shall deliver supplemental disclosure schedules to Agent evidence, the Loan Agreement in form and substance satisfactory to the Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of five (5) Business Days following the Closing Date (or such later date as agreed to by the Agent in its sole discretion)Fourth Amendment Effective Date, the Borrowers Credit Parties shall deliver to the Agent an executed joinder a recently issued good standing certificate from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as applicable governmental authority of the Closing Date, among the Obligors, the Subsidiaries each such Credit Party’s jurisdiction of the Obligors and Agentincorporation or organization. (c) Within 30 days of ten (10) Business Days following the Closing Date (or such later date as agreed to by the Agent in its sole discretion)Fourth Amendment Effective Date, the Borrowers Credit Parties shall deliver to Agent a certificate of the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). secretary or assistant secretary of WISG Canada, WISG Nuclear and WISG Electrical (d) Promptly following the Closing Dateeach, a “Canadian Guarantor” and collectively, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that “Canadian Guarantors”): (i) holds Inventory or Equipment certifying that there has been no change since December 16, 2020, to such Canadian Guarantor’s Organizational Documents and that such documents are in full force and effect on and as of an aggregate value in excess of $1,000,000 the Fourth Amendment Effective Date and no action for any amendment to such documents has been taken or is the principal location of a Borrower’s books and recordspending, and (ii) for delivering true, accurate and complete copies of the resolutions authorizing such Canadian Guarantor’s execution, delivery and full performance of this Amendment and the other Loan Documents to which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Dateit is a party, and all other documents, certificates and actions required hereunder or in connection herewith.

Post-Closing Obligations. Following Closing: (a) Within 5 Business Days the Vendor and the Covenantors will do all things reasonably necessary as required by the Purchaser from time to time to ensure that the Purchaser becomes entitled to use all of the Closing Date (or such later date as agreed to Approvals including, without limitation, the PCTIA Approvals, for the courses formerly offered by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (Vendor as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.Concordia Courses; and (b) Within 15 days in conjunction with the transfer of the Closing Date (PCTIA Approvals or such later date as agreed issuance of new approvals to by the Agent in its sole discretion)Purchaser, the Borrowers shall deliver Vendor will not change its name and will continue to cooperate with and offer the Concordia Courses in the name of the Vendor as required by and in cooperation with the Purchaser to conform with all of PCTIA requirements relative thereto pending the transfer of the PCTIA Approvals to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.Purchaser; (c) Within 30 days of if the Closing Date (or such later date as Purchaser has agreed to by the Agent in its sole discretion)complete this transaction but any closing document has not been delivered, the Borrowers shall Vendor and Covenantor will obtain and deliver such documents as soon as possible following Closing. CIBT Purchase Agreement - Concordia - Aug 27 2008 The Vendor will on Closing cease using the names "Modus" and/or "Concordia" in relation to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts all educational activities and Concordia Career College Ltd. will change its name to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectivelyanother name not including "Concordia". Subject to any Asset Disposition permitted under Section 10.2.6(e)the Purchaser providing its written consent, the Vendor may use the names "Modus" and "Concordia" from time to time for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days benefit of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (Purchaser. All revenue and financial benefits related to the extent applicable future use of "Modus" and "Concordia" names will be forwarded to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and Purchaser. The Vendors will use commercially all reasonable efforts and cooperate with the Purchaser to pursue ensure that all students enrolled in the recording of Agent's Lien Modus location on such recordable Intellectual Property in such foreign filing officeDunsmuir, in each caseVancouver, will be transferred along with their courses to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors Existing Concordia Premises over a period of doing so do not materially outweigh the benefits afforded to the Lenders1 month. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (a) Within 5 Business Days The Issuers and the Guarantors shall cause to be perfected on the Escrow Release Date the security interests in the Collateral to the extent they can be perfected by the filing of UCC-1 financing statements or intellectual property documents or by delivery of stock certificates or promissory notes evidencing the Collateral, to the extent required to be delivered pursuant to the terms of the Closing Date (Security Documents. To the extent any security interests required by this Indenture and the Security Documents cannot be perfected by filing or such later date as agreed to by the Agent in its sole discretion)delivery, the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) Issuers and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers Guarantors shall use commercially reasonable efforts to record the assignment of have all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement such security interests (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e)including, for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement control agreements with respect to such Intellectual Property deposit accounts) to be in place and commence perfected within 60 days after the process of Escrow Release Date. From and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeafter Escrow Release Date, in each case, and subject to the extent Agent, limitations and exceptions in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent this Indenture and the Revolving Loan AgentSecurity Documents, if (a) any Subsidiary of Parent becomes a Guarantor or (b) any Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Security Document (excluding, for each location leased from a non-Borrower that the avoidance of doubt, (i) holds Inventory in the case of any Subsidiary Guarantor other than a Regulated Subsidiary Guarantor, any Excluded Non-Regulated Obligor Assets or Equipment of an aggregate value in excess of $1,000,000 assets not required to be Collateral pursuant to this Indenture, the Equal Priority Intercreditor Agreement or is the principal location of a Borrower’s books and records, Security Documents and (ii) in the case of any Regulated Subsidiary Guarantor, any assets other than Available Cash), it will be required to execute and deliver such security instruments, financing statements and such certificates as are required under this Indenture or any Security Document to vest in the Collateral Trustee a Lien (subject to Permitted Liens) in such after-acquired collateral (or (i) in the case of any new Subsidiary Guarantor other than a Regulated Subsidiary Guarantor, all of its assets, except Excluded Non-Regulated Obligor Assets or (ii) in the case of a new Regulated Subsidiary Guarantor, its Available Cash) such that the Collateral Trustee will have a first priority perfected Lien (subject to Permitted Liens) upon any such Collateral, as security for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateNotes Obligations.

Post-Closing Obligations. (a) Within 5 Business Days the thirty (30) day period after the Closing, if any assistance from the Seller is necessary for the completion of the Closing Date (relevant change registration procedures with PRC State Administration of Foreign Exchange or such later date as agreed to its competent branch by the Agent in its sole discretion)Target Company as a result of the transaction contemplated hereunder, the Borrowers Seller shall deliver provide such assistance as reasonably requested by the Purchaser to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) Purchaser and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.Target Company; (b) Within 15 days the thirty (30) day period after the Closing, the Seller shall provide assistance as reasonably requested by the Purchaser or the Target Company, so that the signatory or seal designated or reserved for its bank account to the person designated by the Purchaser and his/her seal at the account bank of the Closing Date Target Company can be changed, subject to the account banks’ then-requirements; (or such later date as agreed to by c) Upon the Agent in its sole discretion)satisfaction of Payment Conditions for each CIP Asset, the Borrowers Purchaser shall deliver pay its portion of the Final Purchase Price for CIP Assets in accordance with clause 3.3(d) within five (5) Business Days; (d) The Parties shall procure, to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. extent having not already done so prior to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among that a Debt Financing Qualified Facility Agreement shall be entered into in respect of, and in accordance with the Obligorsterms of, each Debt Financing Approval Document and the Subsidiaries of proceeds under each Debt Financing Qualified Facility Agreement shall be drawn down in accordance with the Obligors and Agent.terms thereof; (ce) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion)The Seller shall procure that, the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following extent having not already done so prior to the Closing Date, SYJ shall obtain the Borrowers approval from People’s Bank of China on (1) the setting up a two-way cross-border Renminbi cash pooling arrangement (which will allow the Group Companies to remit capital raised outside of PRC but denominated in RMB into PRC to support the daily operation of the Group Companies); and (2) listing the Target Company as a member company of such two-way cross-border Renminbi cash pooling arrangement; (f) The Seller shall use commercially reasonable efforts to record procure that the assignment construction of each of the CIP Assets be constructed and completed in accordance with the Applicable Law and with the Land Use Right Grant Contracts for such CIP Asset in all material foreign Trademarks respects; (g) To the extent that any Target Assets Key Non-Compliance is reasonably capable of being rectified, the Seller undertakes to, at its own cost and Patents assigned without any cost, expenses or liabilities to US Footwear under the Trademark Assignment Agreement Purchaser or any Group Company, rectify such Target Assets Key Non-Compliance; (as defined h) To the extent that the total actual land and construction cost of any Completed Asset exceeds the Disclosed Capex in respect of such Completed Asset, the Purchase AgreementSeller undertakes to pay and discharge such excess amount; (i) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing officeThe Seller shall procure that, within 30 days six (6) months after the date of this Agreement, the business license of each of the reasonable request by Agent following Portfolio Companies be amended to expand its business scope to cover either (i) lease of logistics or such later date as agreed to by the Agent in its sole discretion)industrial facilities, Obligors will or (to the extent applicable to such jurisdictionii) sign property leasing: KYD and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each caseQYD, to the extent Agent, in its Permitted Discretion after consultation consistent with Borrower Agent, determines the Applicable Laws and with requirements of Government Authorities; and (j) The Seller shall procure that ZYH be transferred to be owned by one member of the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the LendersSeller’s Group as follows. (ei) Within 60 days The transfer shall be completed within six (6) months after the date of this Agreement and the Seller shall procure that all necessary actions be taken to effect the transfer. Without limiting the generality of the Closing Date (or such later date as agreed foregoing, the Seller shall cause all relevant applications/filings to by the Agent be submitted to relevant Government Authorit(ies) in its sole discretion), enter into Deposit Account Control Agreements with respect order to any Deposit Accounts pursuant obtain re-issued necessary chop/certificate/license to the requirements replace missing one(s) of Section 8.5ZYH. (fii) Upon the completion of such transfer, none of the Group Companies and the Purchaser shall hold any ownership in ZYH. In addition, none of the Purchaser or the Group Companies shall be liable for (x) any liabilities of ZYH and (y) any costs, expenses and liabilities (including any Tax) as a result of or in connection with such transfer. (k) Within 60 days twelve (12) months from the Closing, the Seller shall (x) update the registered address of the Closing Date relevant Group Companies using the relevant premises of relevant Group Companies, (or such later date y) update the registered address of SYJ using the relevant premises of relevant Group Companies. (l) As soon as agreed practicable following TTC obtaining real estate title certificate, the Seller shall cause the name of TTC to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower be changed so that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do it will not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Dateinclude “Tencent/腾讯” any more.

Post-Closing Obligations. (a) Within 5 ten (10) Business Days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver have delivered (i) an original Intercompany Note, duly executed by the Credit Parties and their Subsidiaries, and (ii) in connection with the pledge of the Equity Interests owned by each Credit Party, an original stock certificate representing such pledged Equity Interests (to Agent evidencethe extent such Equity Interests are certificated), together with customary blank stock or unit transfer powers and irrevocable powers duly executed in form and substance satisfactory blank (and, to Agentthe extent any original stock or unit certificate previously issued to any Credit Party cannot be located, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officea lost stock or unit affidavit with respect to such stock or unit certificate). (b) Within 15 forty-five (45) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver use commercially reasonable efforts to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. obtain a Landlord Waiver and Personal Property Collateral Access Agreement with respect to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agenteach Material Leasehold Property. (c) Within 30 forty-five (45) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver have obtained endorsements with respect to their insurance policies naming the Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the Agent insurance endorsements satisfying the requirements set forth in extent required under Section 8.6.2(a)5.5. (d) Promptly Within sixty (60) days following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed the Requisite Lenders shall approve), the Credit Parties shall have delivered a Control Agreement in respect of each Deposit Account, Securities Account and Commodity Account set forth on Annex 5 to the Security Agreement (other than Excluded Accounts), duly executed by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5applicable Credit Party and applicable financial institution. (fe) Within 60 ninety (90) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), Borrowers the Credit Parties shall use commercially reasonable efforts to deliver have delivered (i) releases in respect of security agreements filed by Third Parties against Intellectual Property of Holdings or any of its Subsidiaries, (ii) a revised schedule to the Agent a Lien Waiver Copyrights Security Agreement (which may be jointly as defined in the Security Agreement) in form and detail suitable for filing in the United States Copyright Office and (iii) Intellectual Property Security Agreements (or their equivalent in any foreign jurisdiction) in favor of the Agent Collateral Agent, duly executed by the applicable Credit Party, in respect of Intellectual Property of Holdings and the Revolving Loan Agent) for each location leased from any of its Subsidiaries registered in China or any other foreign jurisdiction that is a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateMaterial Jurisdiction.

Post-Closing Obligations. 6.5.1 The Seller shall use all reasonable endeavours to procure that, on or before Closing, appropriate arrangements are entered into with each of the Bank Creditors consenting to repayment of the relevant Bank Debts (athe “Bank Consents”) Within 5 Business Days and each of the Vendors consenting to repayment of the relevant Vendor Debts (the “Vendor Consents”). If such Bank Consents or Vendor Consents (as the case may be) are not obtained on or before Closing, the Seller and the Purchaser shall each co-operate in good faith and use its respective all reasonable endeavours to procure such Bank Consents and Vendor Consents (as the case may be) as soon as possible following Closing. 6.5.2 The Purchaser shall use all reasonable endeavours to obtain permission from the PRC Authorities to deposit the Post-Closing Amount into a bank account in Hong Kong prior to Closing, so that it is available for transfer to the Company on the Closing Date (or such which may not be a Business Day in the PRC). Within five Business Days following Closing, the Purchaser shall pay to the Company an amount not less than the aggregate of (i) the Bank Debt, (ii) the Inter-Company Debt Amount, (iii) the License Fees and (iv) the Vendor Debt (collectively, the “Post-Closing Amount”). 6.5.3 The Purchaser will procure that the Company will: (i) as soon as practicable, and in any event within five Business Days following the later date as agreed to of (a) the receipt by the Agent in its sole discretion), Company of the Borrowers shall deliver to Agent evidence, in form Post-Closing Amount and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days the receipt from each Bank Creditor of the Closing Date relevant Bank Consent, repay each relevant Bank Debt so as to ensure the release of the Seller or any member of the Seller’s Group or any person connected with any of them from any Seller’s Guarantees related to such Bank Debt; (or such ii) as soon as practicable and in any event within five Business Days following the later date as agreed to of (a) the receipt by the Agent Company of the Post-Closing Amount and (b) the receipt from each Vendor Creditor of the relevant Vendor Consent, repay each relevant Vendor Debt so as to ensure the release of the Seller or any member of the Seller’s Group or any person connected with any of them from any Seller’s Guarantees related to such Vendor Debt; (iii) as soon as practicable following the receipt by the Company of the Post-Closing Amount, procure the release of the Seller or any member of the Seller’s Group or any person connected with any of them from the Seller’s PTA Guarantee; (iv) as soon as practicable, and in its sole discretionany event within five Business Days following the repayment of all Bank Debt and Vendor Debt (the “Payment Period”), pay the Borrowers shall deliver Inter-Company Debt Amount to the Agent an executed joinder from Honeywell Safety Products Seller; and (Chuzhouv) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as soon as practicable following the receipt by the Company of the Post-Closing DateAmount, among pay the Obligorsoutstanding License Fees to the PTA. 6.5.4 Pending receipt of the Inter-Company Debt Amount by the Seller and the procurement of all of the Bank Consents and the Vendor Consents, the Subsidiaries Purchaser shall indemnify and hold harmless the Seller for and in respect of all Losses actually suffered as a result of any failure or inability of the Obligors and Agent.Company (for whatever reason) to make the payments or do the things specified in Clause 6.5.3 by 30 April 2007, including such Losses in connection with: (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and Inter-Company Debt Amount not being paid to the Seller by 30 April 2007; (ii) any and all amounts paid by the Seller pursuant to any of the Seller’s Guarantees; and (iii) any claims by any shareholder or creditor of the Company for which repayment of the Borrowers do Inter-Company Debt Amount by the Seller to the Company (provided that the Losses so recoverable shall not inform exceed the Agent promptly after amount repaid to the Closing Date of their intention to vacate such location within six months after Company by the Closing DateSeller).

Post-Closing Obligations. (a) Within 5 Business Days of The Note Parties shall comply with each requirement set forth on Schedule 8.16(a) on or before the Closing Date date specified for such requirement (or such later date as agreed to by the Agent Holders, in its their sole discretion, may agree), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 120 days of following the Closing Issue Date (or such later longer period following such date as agreed to by the Agent Majority Holders, in its their sole discretion, may agree), the Borrowers Grantors shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as comply with each of the Closing Date, among requirements set forth in Section 8.13 in the Obligors, the Subsidiaries case of the Obligors and Agenteach Real Property identified as Material Real Property as set forth on Schedule 6.9. (c) Within 30 90 days of following the Closing Issue Date (or such later longer period following such date as agreed to the Majority Holders, in their sole discretion, may agree), a registration statement shall have been declared effective by the Agent U.S. Securities and Exchange Commission (the “Commission”) with respect to the resale of the Ordinary Shares issuable upon conversion of the Notes, the Issuer shall have not suspended the use of such registration statement for any reason and no stop order suspending the effectiveness of such registration statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Issuer, shall be contemplated by the Commission. (d) Within thirty (30) days following the Issue Date (or such longer period following such date as the Majority Holders, in its their sole discretion, may agree), the Borrowers Issuer shall cause Pro Farm Inc. to (x) execute and deliver to the Initial Purchasers and the Collateral Agent, as applicable, in each case in form and substance reasonably satisfactory to the Majority Holders in all respects: (i) the Guaranty Agreement, the Pledge and Security Agreement, the Intellectual Property Security Agreements, the First Lien/First Lien Intercreditor Agreement and such other executed agreements, schedules, exhibits, certificates, documents, financial information and filings as the Majority Holders may reasonably request in connection with or relating to the Transactions, (ii) an officer’s certificate of Pro Farm Inc. in substantially the form delivered to the Initial Purchasers by the Note Parties pursuant to Section 5.2(d) on the Issue Date, including all attachments referenced therein, (iii) a certificate of good standing for Pro Farm Inc. as of a date not more than thirty (30) days before the date of Pro Farm Inc. becomes a Guarantor, (iv) opinions of Linklaters LLP, U.S. counsel to the Note Parties in substantially the form delivered to the Initial Purchasers and the Collateral Agent insurance endorsements satisfying pursuant to Section 5.2(e) on the Issue Date and (v) a completed Perfection Certificate, or supplement to the Perfection Certificate, for Pro Farm Inc. and (y) to take all actions specified in the Collateral Documents consistent with the requirements set forth in Section 8.6.2(a5.2(k). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 thirty (30) days of following the Closing Issue Date (or such later longer period following such date as agreed the Majority Holders, in their sole discretion, may agree), the Issuer shall cause each Post-Closing Guarantor (other than Pro Farm Inc.) to execute and deliver to the Initial Purchasers and the Collateral Agent, as applicable, in each case in form and substance reasonably satisfactory to the Majority Holders in all respects: (i) the Guaranty Agreement and such other executed agreements, schedules, exhibits, certificates, documents, financial information and filings as the Majority Holders may reasonably request in connection with or relating to the Transactions, (ii) an officer’s certificate of each Post-Closing Guarantor in substantially the form delivered to the Initial Purchasers by the Note Parties pursuant to Section 5.2(d) on the Issue Date, including all attachments referenced therein, (iii) a certificate of good standing (or an equivalent certificate from each local jurisdiction) for each Post-Closing Guarantor as of a date not more than thirty (30) days before the date such Post-Closing Guarantor becomes a Guarantor, (iv) opinions of Linklaters LLP, U.S. counsel to the Note Parties and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Advogados, Brazilian counsel to the Note Parties, in each case, in substantially the form delivered to the Initial Purchasers and the Collateral Agent pursuant to Section 5.2(e) on the Issue Date and (v) a completed Perfection Certificate, or supplement to the Perfection Certificate, for each Post-Closing Guarantor. (f) Within 30 days following the Issue Date (or such longer period following such date as the Majority Holders, in its their sole discretion, may agree), enter into Deposit Account Control Agreements with respect each Initial Purchaser shall have received certificates of insurance and insurance endorsements naming the Collateral Agent as additional insured, lender loss payee or mortgagee, in each case, in form and substance reasonably satisfactory to any Deposit Accounts pursuant to the Majority Holders that satisfy the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. The Loan Parties shall: (a) Within 5 Business Days of deliver, or caused to be delivered, to Agent, within thirty (30) days after the Closing Date (or such later date as agreed to by the Agent may agree in its sole but reasonable discretion), duly executed Account Control Agreements with respect to each Deposit Account and Securities Account (other than the Borrowers shall deliver to Agent evidence, in form Funding Account and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreementany Excluded Accounts) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.maintained by any Loan Party; (b) Within 15 deliver, or caused to be delivered, to Agent, within thirty (30) days of after the Closing Date (or such later date as agreed to by the Agent may agree in its sole but reasonable discretion), the Borrowers shall deliver insurance endorsements as required pursuant to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.Section 6.2; (c) Within 30 use commercially reasonable efforts to deliver, or cause to be delivered, to Agent, within thirty (30) days of after the Closing Date (or such later date as agreed to by the Agent may agree in its sole but reasonable discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth landlord consents for its (i) chief executive office or its principal place of business and (ii) offices or business locations, including warehouses, containing in Section 8.6.2(a).excess of Five Hundred Thousand Dollars ($500,000) of any Loan Party’s assets or property; (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned deliver, or cause to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject be delivered, to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing officeAgent, within 30 thirty (30) days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent may agree in its sole but reasonable discretion), enter into Deposit Account Control Agreements with respect to duly executed bailee agreements for any Deposit Accounts pursuant to bailee location holding a portion of any Loan Party’s assets or property valued, individually or in the requirements aggregate, in excess of Section 8.5.Five Hundred Thousand Dollars ($500,000); (fe) Within 60 within ten (10) days of after the Closing Date (or such later date as agreed to by the Agent may agree in its sole but reasonable discretion), Borrowers shall use commercially all certificates of insurance and copies of each insurance policy and endorsements required hereunder; and (f) within fifteen (15) Business Days after the Closing Date (or such later date as Agent may agree in its sole but reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that discretion), (i) holds Inventory the certificates representing the Equity Interests required to be pledged pursuant to the Pledge Agreement, together with an undated stock power or Equipment similar instrument of an aggregate value transfer for each such certificate endorsed in excess blank by a duly authorized officer of $1,000,000 or is the principal location of a Borrower’s books and recordspledgor thereof, and (ii) for which each material debt instrument (if any) endorsed (without recourse) in blank (or accompanied by an transfer form endorsed in blank) by the Borrowers do not inform pledgor thereof required to be pledged to Agent under the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DatePledge Agreement.

Post-Closing Obligations. Within 90 days after the 2019 Incremental Amendment Effective Date (which period may be extended in the reasonable discretion of the Administrative Agent upon the request of the Borrower) (unless during such period a Guarantee and Collateral Suspension Date shall have occurred and a Guarantee and Collateral Suspension Period is continuing, in which event Borrower shall not be required to satisfy the requirements of this Section 10 until the Collateral Reinstatement Date), the Borrower or relevant Loan Party shall deliver to the Administrative Agent either: (a) Within 5 Business Days written confirmation (which confirmation may be provided in the form of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, an electronic mail acknowledgment in form and substance reasonably satisfactory to the Collateral Agent, that the Trademark Assignment Agreement (as defined and which may include assumptions, exclusions and limitations which are consistent with local opinion practice) from local counsel in the Purchase jurisdiction in which the Mortgaged Property is located substantially to the effect that: (x) the recording of the existing Mortgage is the only filing or recording necessary to give constructive notice to third parties of the lien created by such Mortgage as security for the Secured Obligations, including the Secured Obligations evidenced by the Existing Credit Agreement, as amended pursuant to this Amendment, for the benefit of the Secured Parties; and (y) and no other documents, instruments, filings, recordings, re-recordings, re-filings or other actions, including, without limitation, the Patent Assignment Agreement (payment of any mortgage recording taxes or similar taxes, are necessary or appropriate under applicable law in order to maintain the continued enforceability, validity or priority of the lien created by such Mortgage as defined in security for the Purchase Secured Obligations, including the Secured Obligations evidenced by the Existing Credit Agreement) have been filed and recorded , as amended pursuant to this Amendment, for the United States Patent and Trademark Office.benefit of the Secured Parties; or (b) Within 15 days of the Closing Date following documents: (i) with respect to each Mortgage encumbering a Mortgaged Property, an amendment thereof (a “Mortgage Amendment”) duly executed and acknowledged by Borrower or the relevant Loan Party, in form for recording in the recording office where the Mortgage was recorded and in form approved by local counsel in the jurisdiction in which the Mortgaged Property is located, together with such later date certificates or affidavits as agreed to by shall be required in connection with the Agent recording or filing thereof under applicable law, in its sole discretion), the Borrowers shall deliver each case in form and substance reasonably satisfactory to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Collateral Agent.; (cii) Within 30 days of the Closing Date (with respect to each Mortgage Amendment, a mortgage modification endorsement or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks other similar title product and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of at the reasonable request of the Agent, a recent title search or report (which shall not be required to “date-down” or otherwise extend the date of the policy) to the existing title policy relating to the Mortgage encumbering the applicable Mortgaged Property (a “Title Policy Endorsement”) and each such Title Policy Endorsement shall otherwise be in form and substance reasonably satisfactory to the Collateral Agent which provide insurance to the effect that the validity and enforceability of the Mortgage, as amended by such Mortgage Amendment is not affected thereby; and (iii) evidence acceptable to the Collateral Agent (or such later date as agreed to of payment by the Agent in its sole discretion)Borrower or relevant Loan Party of all applicable title insurance premiums, Obligors will (to the extent applicable to such jurisdiction) sign search and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property examination charges, and commence the process of related charges, mortgage recording taxes, and use commercially reasonable efforts to pursue expenses required for the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days Mortgage Amendments and issuance of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5Title Policy Endorsements. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (a) Within 5 Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, the parties hereto acknowledge and agree that (i) the UCC financing statements delivered by the relevant Credit Party on the Restatement Effective Date shall be filed in the appropriate governmental office and (ii) the UCC-11's or equivalent reports required to be delivered to the Collateral Agent pursuant to Section 4.10 shall be so delivered, in each case as early as practicable but in any event not later than ten (10) Business Days of after the Closing Date Restatement Effective Date, and no Borrowings (or such later date as agreed to by other than the Agent Borrowings made on the Restatement Effective Date) may be made under this Agreement until the conditions contained in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreementthis Section 12.15(a) have been filed determined by the Agents in their sole discretion to have been satisfied. The representations and recorded warranties made in each of the United States Patent Credit Documents with respect to the due filing or recording of such financing statements and Trademark Office.the perfection and priority of the security interests under the Security Documents, and any defaults arising therefrom, shall be waived for such ten (10) Business Day period. 120 (b) Within 15 days The Borrower hereby acknowledges that in connection with certain assignments hereof, the Agents or any of the Closing Date (Banks may be required to obtain a rating of the Obligations and Commitments hereunder of the Borrower hereby consents to such Agents or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver Banks providing to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as respective rating agency such information regarding the Obligations and creditworthiness of the Closing Date, among the Obligors, the Subsidiaries Borrower as is customary practice of the Obligors and Agentsuch rating agency. (c) Within 30 days of Notwithstanding anything herein to the Closing Date (or such later date as agreed to by the Agent in its sole discretion)contrary, the Borrowers Borrower shall have as ten (10) Business Days after the Restatement Effective Date within which to (i) obtain and deliver to the Agent insurance endorsements satisfying Agents the requirements set forth in Section 8.6.2(a). NRTC's and DirecTV's acknowledgment of and agreement to the Security Documents Acknowledgment with respect to the Collateral Assignment of Marketing and Distribution Agreements, (dii) Promptly following deliver to the Closing Date, Agents a true and correct copy of resolutions which have been duly adopted by the Borrowers shall use commercially reasonable efforts to record the assignment Board of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) Directors of each of Holdings and the Patent Assignment Agreement (as defined in Borrower ratifying the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days execution and delivery of each of the reasonable request by Agent Documents and (or such later date as agreed to by the Agent in its sole discretion), Obligors will (iii) to the extent applicable not delivered on or prior to such jurisdiction) sign the Restatement Effective Date, deliver, and deliver cause each of Holdings and Argos to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each casedeliver, to the extent AgentAgents good standing certificates, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs including a statement as to the Obligors payment of doing so do not materially outweigh all fees and taxes by such Person, from the benefits afforded to Secretary of State for the Lenders. (e) Within 60 days State of such Person's incorporation and listing all charter documents on file with the Secretary of State, and from each of the Closing Date jurisdictions in which such Person is qualified to do business. No Borrowings (or such later date as agreed to other than the Borrowings made on the Restatement Effective Date) may be made under this Agreement until all the conditions contained in this Section 12.15(c) have been determined by the Agent Agents in its their sole discretion), enter into Deposit Account Control Agreements with respect discretion to any Deposit Accounts pursuant to the requirements of Section 8.5have been satisfied. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (a) Within 5 Business Days of the Closing Date (As soon as possible, and in any event on or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver prior to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as later of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and recordsMay 15, 2025, and (ii) thirty (30) days following the consummation of the Transaction, Borrower shall cause Vidurama, Inc., a Delaware corporation (doing business as TrueLark) (“New Borrower”), to (i) join as and become a party to the Loan Agreement as a co-Borrower, and to assume, as a joint and several obligor thereunder, all of the obligations, liabilities and indemnities of Borrower under the Loan Agreement (the “Joinder”), and (ii) deliver to Bank (collectively, the “Joinder Documents”): 15.1 a joinder to the Loan and Security Agreement duly executed by New Borrower; 15.2 a fully completed and executed Perfection Certificate of New Borrower, including all attachments required thereto; 15.3 copies, certified in a certificate executed by a duly authorized officer of New Borrower, to be true and complete as of the date of such certificate of each of (a) the governing documents of New Borrower, as in effect on the date of such certificate, (b) the resolutions of New Borrower authorizing the execution and delivery of the Joinder, all documents executed by it in connection therewith, and New Borrower’s performance of all of the transactions contemplated thereby, and (c) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized; 15.4 a good standing certificate of New Borrower, certified by the Secretary of State of the state of formation of New Borrower, and each jurisdiction in which New Borrower is qualified to do business, dated as of a date no earlier than thirty (30) days prior to the date of the Joinder; 15.5 evidence satisfactory to Bank that the insurance policies required for New Borrower are in full force and effect, together with appropriate evidence showing notice of cancellation, lender loss payable and additional insured clauses or endorsements in favor of Bank; 15.6 certified copies, dated as of a recent date, of UCC and other lien searches of New Borrower, as Bank may request, accompanied by written evidence (including any UCC termination statements) that the Liens revealed in any such searched either (a) will be terminated prior to or in connection with the Joinder, or (b) will constitute Permitted Liens; 15.7 a filed copy, which shall be filed by Bank, acknowledged by the Borrowers do appropriate filing office, of a UCC-1 Financing Statement, naming New Borrower as “Debtor” and Bank as “Secured Party”; and 15.8 such other documents as Bank may request to effectuate the terms of the Joinder. For the avoidance of doubt, it shall be an immediate and uncurable Event of Default under the Loan Agreement if the Joinder Documents are not inform completed within the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Datetimeframe outlined in this Section 15.

Post-Closing Obligations. Borrower acknowledges and agrees that: (a) Within pursuant to Section 10 of the LRE CACR Agreement, Borrower and Vanguard Operating must deliver to Administrative Agent within the timeframes set forth in such section, amended and restated mortgages covering Oil and Gas Properties of Vanguard Operating that were previously Oil and Gas Properties of LRE and title information and data relating to title to the mineral interests of Vanguard Operating in its Oil and Gas Properties that were previously Oil and Gas Properties of LRE, each as more fully set forth in such section of the LRE CACR Agreement; (b) pursuant to Section 10 of the EROC CACR Agreement, Borrower and Vanguard Operating must deliver to Administrative Agent within the timeframes set forth in such section, joinders and related documentation, amended and restated mortgages covering Oil and Gas Properties of Vanguard Operating that were previously Oil and Gas Properties of EROC and title information and data relating to title to the mineral interests of Vanguard Operating in its Oil and Gas Properties that were previously Oil and Gas Properties of EROC, each as more fully set forth in such section of the EROC CACR Agreement; (c) within 30 days after the delivery of each amended and restated mortgage described in clauses (a) and (b) above (or such later date to which Administrative Agent shall agree in writing), Borrower will deliver local counsel opinions from counsel to Borrower and each Guarantor owning any Mortgaged Properties, as appropriate or requested by Administrative Agent, covering such matters with respect to the Oil and Gas Properties and the Mortgages as the Administrative Agent may reasonably request; (d) within 5 Business Days of after the Closing Effective Date (or such later date as agreed to by the which Administrative Agent shall agree in its sole discretionwriting), each existing Guarantor shall have executed a letter in favor of Administrative Agent (each a "Guaranty/Debtor Confirmation Letter") confirming that the Borrowers Security Instruments previously executed by it remain in full force and effect to secure the Obligations; and (e) within 5 Business Days after the Effective Date (or such later date to which Administrative Agent shall deliver agree in writing), each new Subsidiary of Vanguard, after giving effect to the EROC Merger (as defined in the EROC CACR Agreement), shall have executed and delivered to Administrative Agent evidencejoinders to the Guaranty Agreement and Security Agreement, and delivered any stock certificates and stock powers, authorization certificates, legal opinions, and other documents or instruments required for Vanguard to comply with Section 8.14 of the Original Credit Agreement with respect to new Subsidiaries, each in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Administrative Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (a) Within 5 Business Days On the date hereof, Tenant has deposited in an account with Lender at the direction of Landlord the Closing Date following amounts (or such later date as agreed to by the Agent in its sole discretion)account, the Borrowers "Repair/Remediation Escrow") which shall deliver secure the obligation of Tenant to Agent evidencecomplete the Post-Closing Repairs and Remediation described in Exhibit "G-1" and Exhibit "G-2" attached hereto for the Relevant Premises listed next to each such amount: Granite City Premises Repairs $212,850 Clinton Premises Repairs $ 73,365 Granite City Premises Remediation $ 3,000 The Repair/Remediation Escrow shall be held and disbursed as set forth in this Paragraph 37. The Repair/Remediation Escrow shall not be commingled with other funds of Landlord or other Persons, in form shall bear interest at the "day-in, day-out" passbook rate of interest, and substance satisfactory to Agent, that interest thereon shall accrue for the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officeaccount of Tenant. (b) Within 15 days of Tenant covenants and agrees to complete the Post Closing Date (or such later date as agreed to Repairs and Remediation by the Agent applicable date specified in its sole discretion)Exhibit "G-1" and Exhibit "G-2" for the referenced items, subject to Force Majeure, and in accordance with the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as relevant provisions of the Closing Date, among the Obligors, the Subsidiaries Paragraphs 12 and 13 of the Obligors and Agentthis Lease. (c) Within 30 thirty (30) days following the date on which Landlord receives evidence satisfactory to Landlord that the repairs or remediation for the applicable Related Premises has been completed (which shall include evidence of payment in full and lien releases), Landlord shall release to Tenant the portion of the Closing Date (Repair/Remediation Escrow for such repairs or such later date as agreed to by the Agent in its sole discretion)remediation, the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a)provided that no Event of Default then exists. (d) Promptly following If, at any time prior to the Closing Daterelease in full of the Repair/Remediation Escrow, the Borrowers an Event of Default shall have occurred and be continuing, Landlord shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days proceeds of the reasonable request by Agent (or such later date as agreed Repair/Remediation Escrow to by the Agent in extent required to satisfy the Post-Closing Repairs and Remediation, and be entitled, at its sole discretion), Obligors will to apply any remaining balance in payment of any Rent or other charges which have not been made pursuant to this Lease and any other sums due to Landlord in connection with any default or the curing thereof, including, without limitation, any damages incurred by Landlord by reason of such default. Tenant acknowledges and agrees that such proceeds shall not constitute assets or funds of Tenant or its estate, or be deemed to be held in trust for Tenant, but shall be, for all purposes, the property of Landlord (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each caseor Lender, to the extent Agentassigned) subject to subparagraph (c) above. Tenant further acknowledges and agrees that (1) Landlord's application of the proceeds of the Repair/Remediation Escrow towards the payment of Basic Rent, Additional Rent or the reduction of any damages due Landlord in accordance with Paragraph 23 of this Lease, constitutes a fair and reasonable use of such proceeds, and (2) the application of such proceeds by Landlord towards the payment of Basic Rent, Additional Rent or any other sums due under this Lease shall not constitute a cure by Tenant of the applicable default provided that an Event of Default shall not exist if Tenant restores the Repair/Remediation Escrow to its Permitted Discretion after consultation full amount then required within five (5) days and in accordance with Borrower Agentthe requirements of this Paragraph 36, determines so that the costs to then required amount of the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.Repair/Remediation Escrow shall be again on deposit with Landlord. 49 (e) Within 60 days Landlord shall have the right to designate Lender or any other holder of a Mortgage as the holder of the Closing Date (or such later date as agreed to by Repair/Remediation Escrow during the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days term of the Closing Date (or applicable Loan who shall have all of the rights and obligations of Landlord under this Paragraph 37. Tenant covenants and agrees to execute such later date agreements, consents and acknowledgments as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor requested by Landlord from time to time to change the holder of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateRepair/Remediation Escrow as hereinabove provided.

Post-Closing Obligations. (a) Within 5 Business Days of the Closing Date (or time period set forth for each item in this Section 7.16, unless such later date as agreed to time period is otherwise extended by the Administrative Agent in its sole discretion), the Borrowers Company will execute and deliver (or with respect to Section 7.16(e) the Administrative Agent shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.received): (ba) Within 15 days of the Closing Date (or such no later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within than 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, fully executed and notarized counterparts of a mortgage, deed of trust or deed to secure debt, leasehold mortgage, leasehold deed of trust, leasehold deed to secure debt or similar documents and corresponding UCC fixture filings in form and substance reasonably satisfactory to the Borrowers shall use commercially reasonable efforts Collateral Agent and to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement Required Lenders (as defined may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof, each, a “Mortgage” and collectively, “Mortgages”), which Mortgages shall cover all of the Real Property owned and leased by the Company or any of its Domestic Subsidiaries as designated on Schedule 7.16(a) (each, a “Mortgaged Property” and collectively, the “Mortgaged Properties”), together with evidence that counterparts of the Mortgages and corresponding UCC fixture filings have been delivered to the title insurance company insuring the Lien of the Mortgages for recording in all places to the extent necessary or, in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days reasonable opinion of the reasonable request by Collateral Agent, desirable to effectively create a valid and enforceable First Priority mortgage lien on each Mortgaged Property in favor of the Collateral Agent and Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Secured Creditors; (b) no later date as agreed to than 30 days following the Closing Date, mortgagee title insurance policies or marked-up unconditional binders for such insurance (and evidence of payment in full by the Company of any premiums, costs and expenses related thereto, including without limitation recording taxes and filing fees) hi connection with the Mortgaged Properties issued by First American Title Insurance Company or such other title insurers reasonably satisfactory to the Administrative Agent and the Required Lenders, (the “Mortgage Policies”) in its sole discretion)amounts reasonably satisfactory to the Administrative Agent and the Required Lenders assuring the Collateral Agent that the respective Mortgages on such Mortgaged Properties are valid and enforceable First Priority mortgage liens on the respective Mortgaged Properties, Obligors will free and clear of all defects and encumbrances except Permitted Encumbrances and such Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders and shall include, as appropriate, an endorsement for future advances under this Agreement, the Notes and the Mortgages and for any other matter that the Administrative Agent or the Required Lenders in their discretion may reasonably request, shall not include an exception for mechanics’ liens unless such liens would constitute Permitted Liens, and shall provide for affirmative insurance and such reinsurance (including direct access agreements) as the Administrative Agent or the Required Lenders in their discretion may reasonably request; (c) no later than 30 days following the Closing Date, if requested by the Collateral Agent, surveys in form and substance reasonably satisfactory to the Collateral Agent of each Mortgaged Property dated a recent date acceptable to the Collateral Agent, certified in a manner reasonably satisfactory to the Collateral Agent by a licensed professional surveyor satisfactory to the Collateral Agent; (d) no later than 30 days following the Closing Date, (i) evidence, which may be in the form of a completed Federal Emergency Management Agency Standard Flood Hazard Determination, as to whether (1) any Mortgaged Property is a Flood Hazard Property and (2) the community in which any such Flood Hazard Property is located is participating in the National Flood Insurance Program, (ii) if there are any such Flood Hazard Properties, such Loan Party’s written acknowledgement of receipt of written notification from Administrative Agent (1) as to the existence of each such Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program, and (iii) in the event any such Flood Hazard Property is located in a community that participates in the National Flood Insurance Program, evidence that Company has obtained flood insurance in respect of such Flood Hazard Property to the extent required under the applicable regulations of the Board of Governors of the Federal Reserve System; and (e) no later than 30 days following the Closing Date, from local counsel to the Company and its Subsidiaries reasonably satisfactory to the Administrative Agent, opinions addressed to the Administrative Agent, the Collateral Agent and each of the Lenders, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent and shall cover the liens granted pursuant to the Mortgages and such jurisdiction) sign other matters incident to the transactions contemplated herein and deliver in the other Credit Documents as the Administrative Agent may reasonably request With respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Transactions or as shall reasonably be deemed necessary by the Collateral Agent an Intellectual in order for the owner or holder of the fee or leasehold interest constituting such Mortgaged Property Security Agreement to grant the Lien contemplated by the Mortgage with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5Mortgaged Property. (f) Within 60 no later than 3 business days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after following the Closing Date, to the Collateral Agent, as Pledgee under the Pledge Agreement all of the Pledged Securities referred to therein then owned by the Company and each such Credit Party (x) endorsed in blank in the case of promissory notes constituting Pledged Securities and (y) together with executed and undated irrevocable stock powers, in the case of capital stock constituting Pledged Securities.

Post-Closing Obligations. (a) Within 5 Business Days Pursuant to that certain environmental audit report of the Wauwatosa, WI Premises dated March 16, 2015 performed by the Vertex Companies, Inc. (“Vertex”) and those certain property condition report s, also performed Vertex, and dated with respect to the Brookfield, WI Premises, the Ashwaubenon, WI Premises, the Greendale, WI Premises, and the Wauwatosa, WI Premises, April 29, 2015; with respect to the Fargo, ND Premises, April 28, 2015; and with respect to the Joliet, IL Premises, June 17, 2015, Tenant shall complete, remediate or obtain or caused to be completed, remediated or obtained, the Post-Closing Date (Obligations identified on Exhibit “H”. Bon-Ton shall complete the Post- Closing Obligations within 365 days of the date hereof, or such later earlier date as agreed if completion is necessary to by the Agent in its sole discretion)comply with Law, the Borrowers shall deliver to Agent evidenceavoid loss of insurance coverage, in form and substance satisfactory or to Agent, that the Trademark Assignment Agreement (as defined in the Purchase comply with any Easement Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days On the date hereof, Tenant has deposited with Landlord the amount of $512,738.50, representing 125% of the cost to complete all Post-Closing Date Obligations (or such later date as agreed the “Post-Closing Escrow”) which shall be allocated to by each of the Agent Post-Closing Obligations in its sole discretion)the amounts shown on Exhibit “H”, shall secure the obligation of Tenant to complete the Post-Closing Obligations, and shall be held and disbursed in accordance with this Paragraph (b) and Paragraph (d) below. Landlord shall disburse the Post-Closing Escrow in up to three (3) installments, provided that, the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as balance of the Post-Closing Date, among the Obligors, the Subsidiaries Escrow shall at all times be equal to an amount not less than 125% of the Obligors total costs necessary to complete the remaining Post-Closing Obligations. The applicable installment of the Post-Closing Escrow shall be released to Tenant within thirty (30) days following the date on which Landlord receives written and Agentphotographic evidence reasonably satisfactory to Landlord that each Post-Closing Obligation for which reimbursement is being sought, has been completed (which shall include written and photographic evidence and evidence of payment of all amounts owed). (c) Within 30 days If, at any time prior to the release of the Post-Closing Date (or such later date as agreed Escrow, an Event of Default shall have occurred and be continuing, Landlord shall use the proceeds of the Post-Closing Escrow to by the Agent in extent required to satisfy the Post-Closing Obligations, and be entitled, at its sole discretion), to apply any remaining balance in payment of any Rent or other charges which have not been made pursuant to this Lease and any other sums due to Landlord in connection with any default or the curing thereof, including, without limitation, any damages incurred by Landlord by reason of such default. Tenant acknowledges and agrees that such proceeds shall not constitute assets or funds of Tenant or its estate, or be deemed to be held in trust for Tenant, but shall be, for all purposes, the Borrowers shall deliver property of Landlord (or Lender, to the Agent insurance endorsements satisfying extent assigned). Tenant further acknowledges and agrees that Landlord’s application of the proceeds of the Post-Closing Escrow towards the payment of Basic Rent, Additional Rent or the reduction of any damages due Landlord in accordance with Paragraph 23 of this Lease, constitute a fair and reasonable use of such proceeds, and the application of such proceeds by Landlord towards the payment of Basic Rent, Additional Rent or any other sums due to Landlord under this Lease shall not constitute a cure by Tenant of the applicable default, provided that an Event of Default shall not exist if Tenant restores the Post-Closing Escrow to its full amount within three (3) days and in accordance with the requirements set forth in Section 8.6.2(a)of this Paragraph 37, so that the applicable amount of the Post-Closing Escrow shall be again on deposit with Landlord. (d) Promptly following Landlord shall have the Closing Date, right to designate Lender or any other holder of a Mortgage as the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days holder of the reasonable request Post-Closing Escrow during the term of the applicable Loan who shall have all of the rights of Landlord under this Paragraph 37; notwithstanding such designation, Landlord shall remain obligated to provide the Post-Closing Escrow to Tenant in accordance with the terms set forth herein. Tenant covenants and agrees to execute such agreements, consents and acknowledgments as may be requested by Agent (or such later date Landlord from time to time to change the holder of the Post-Closing Escrow as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lendershereinabove provided. (e) Within 60 days Tenant shall provide all communications regarding the Post-Closing Obligations specified in Exhibit “H”, including Tenant’s proof of satisfactory completion of these obligations, to Landlord at the Closing Date following address: BT (or such later date as agreed to by the Agent in its sole discretion)MULTI) LLC c/o W. P. ▇▇▇▇▇ Inc. ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇ E-mail: ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇. (f) Within 60 days In addition to the above, all Post-Closing Obligation specified in Section 2 of Exhibit “H” (i.e., the Closing Date (or such later date as agreed to by the Agent in its sole discretionenvironmental obligations), Borrowers including Tenant’s proof of satisfactory completion of these obligations, shall use commercially reasonable efforts be addressed to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire ▇▇▇▇ ▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ Tenant’s contact for Environmental Post-Closing Obligations is: ▇▇▇▇▇▇▇ ▇. O’▇▇▇▇▇ ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇ (g) If any sum remains in the Post-Closing Escrow after completion of all Post-Closing Obligations, such sum shall be released to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateTenant.

Post-Closing Obligations. By 5:00 p.m. on the date that is (a) Within 5 the 5th Business Days of Day following the Closing Date (or such later date as agreed to by in the sole discretion of the Administrative Agent in its sole discretionor the Required Lenders), the Borrowers Borrower shall deliver have caused The Department of Better Technology, Inc., a Delaware corporation to have become a Subsidiary Loan Party by executing and delivering to the Administrative Agent evidence, a supplement to the Guaranty Agreement in form and substance reasonably satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) Administrative Agent and the Patent Assignment Agreement Required Lenders, accompanied by the items specified in subclause (as defined in the Purchase Agreementi) have been filed through (iii) of Section 5.10 and recorded the United States Patent and Trademark Office. (b) Within 15 days of the 30th day following the Closing Date (or such later date as agreed to by in the sole discretion of the Administrative Agent in or the Required Lenders) (i) Bonfire Interactive US Ltd., a Delaware corporation, Fraser Burlington Inc., a California corporation, GTY Technology Holdings, Inc., a Cayman Islands corporation and GTY Technology Holdings, Inc., a Delaware corporation, shall each be dissolved and all of its sole discretiontransferable assets shall be transferred to a Loan Party, (ii) that certain Convertible Promissory Note, dated as of August 8, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Convertible Note”), the Borrowers between GTY Technology Holdings Inc., a Cayman Islands company, as maker, and GTY Investors, LLC, as payee, shall deliver to the Agent an executed joinder from Honeywell Safety Products be terminated and of no further force and effect and (Chuzhouiii) Co. Ltd. to either (x) that certain Intercompany Subordination Credit Agreement, dated as of the Closing DateApril 25, among the Obligors2018 (as amended, restated, supplemented or otherwise modified from time to time, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion“RBC Credit Agreement”), the Borrowers between Questica Inc. and Royal Bank of Canada, shall deliver be terminated and of no force and effect and all Liens, security interests and other encumbrances granted to Royal Bank of Canada thereunder or under any other documents executed in connection therewith shall be released and terminated pursuant to documentation reasonably satisfactory to the Administrative Agent insurance endorsements satisfying or (y) Royal Bank of Canada shall have (A) consented in writing to Questica Inc. executing and delivering the requirements set forth Loan Documents to which it is a party and performing its obligations under such Loan Documents (including its obligations as a Guarantor) and (B) waived in Section 8.6.2(a). (d) Promptly following the Closing Datewriting any defaults, the Borrowers shall use commercially reasonable efforts to record the assignment events of all material foreign Trademarks and Patents assigned to US Footwear default or similar occurrences under the Trademark Assignment RBC Credit Agreement (as defined that were caused by Questica Inc. taking the actions described in the Purchase Agreement) foregoing subclause (A). The Loan Parties and their Subsidiaries shall not request or receive any borrowings or other extensions of credit under the Patent Assignment Convertible Note or the RBC Credit Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (on or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (a) Within 5 Business Days With respect to the properties set forth in Item 5.1.11(b)(iii) of the Closing Date Disclosure Schedule, each of which is leased by an Obligor (or each such later date as agreed to by the Agent in its sole discretionproperty, a “Consent Required Leased Property”), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers Borrower shall use commercially reasonable efforts to record obtain a landlord’s lien waiver and consent to mortgage (“Lien Waiver and Consent”), duly executed by the assignment landlord of such Consent Required Leased Property and the applicable Obligor, in form and substance reasonably acceptable to the Administrative Agent, within 90 days following the Closing Date (the “Due Date”); provided that the failure to obtain any Lien Waiver and Consent shall not constitute a Default or Event of Default. Upon the Borrower’s receipt of each fully executed Lien Waiver and Consent, the Borrower shall promptly deliver a copy thereof to the Collateral Trustee, and within 30 days following the date of such receipt, the Borrower shall deliver to the Collateral Trustee (i) an executed counterpart of a Mortgage, dated as of the date of the Lien Waiver and Consent, encumbering the Consent Required Leased Property which is the subject of the Lien Waiver and Consent; (ii) evidence of the completion (or satisfactory arrangements for the completion) of all material foreign Trademarks recordings and Patents assigned filings of such Mortgage as may be necessary or, in the reasonable opinion of the Administrative Agent or Collateral Trustee, desirable effectively to US Footwear under create a valid, perfected first priority Lien, subject to Permitted Liens, against the Trademark Assignment Agreement Consent Required Leased Property purported to be covered thereby; (iii) evidence of the payment of (or satisfactory arrangements for the payment of) all Title Policy premiums, search and examination charges and related charges, mortgage recording taxes, fees, costs and expenses of filing of each such Mortgage as may be necessary, in the reasonable opinion of the Administrative Agent, to create a valid, perfected first priority Lien against the Consent Required Leased Property identified in such Mortgage, subject only to Permitted Liens; (iv) a Title Policy with respect to each such Mortgage; (v) with respect to each such Mortgage, such UCC financing statements as may be necessary to perfect the Lien of the Collateral Trustee, for the benefit of the Secured Parties (as defined in the Purchase Collateral Trust Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is on the record owner fixtures granted in a foreign filing office, within 30 days such Mortgage; (vi) opinions of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (counsel to the extent applicable Obligors in each jurisdiction where any such Consent Required Leased Property is located, in each case in form and substance, and from counsel, reasonably satisfactory to such jurisdictionthe Administrative Agent; (vii) sign and deliver to Agent an Intellectual Property Security Agreement a Survey with respect to each such Intellectual Property and commence Consent Required Leased Property; and (viii) such other affidavits, certificates, approvals, opinions or documents as the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the LendersAdministrative Agent may reasonably request. (eb) Within 60 days With respect to the Mortgaged Properties set forth in Item 5.1.11(b)(iv) of the Closing Date Disclosure Schedule, each of which is leased by an Obligor (or each such later date as agreed to by the Agent in its sole discretionproperty, a “Free Leased Property”), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers Borrower shall use commercially reasonable efforts to obtain a Lien Waiver and Consent, duly executed by the landlord of such Free Leased Property and the applicable Obligor, in form and substance reasonably acceptable to the Administrative Agent by the Due Date; provided that the failure to obtain any Lien Waiver and Consent shall not constitute a Default or Event of Default; provided further that, if the Borrower shall be unable to obtain a Lien Waiver and Consent with respect to a Free Leased Property by the Due Date, then, on the Due Date, the Borrower shall deliver to the Administrative Agent a Lien Waiver (which may be jointly in favor each of the Agent and the Revolving Loan Agentitems referenced in clauses (a)(i) for each location leased from a non-Borrower that through (ia)(viii) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention above with respect to vacate such location within six months after the Closing DateFree Leased Property.

Post-Closing Obligations. The Loan Parties shall: (a) Within 5 Business Days of deliver, or caused to be delivered, to Agent, within thirty (30) days after the Closing Date (or such later date as agreed to by the Agent may agree in its sole but reasonable discretion), duly executed Account Control Agreements with respect to each Deposit Account and Securities Account (other than the Borrowers shall deliver Funding Account and any Excluded Accounts) maintained by any Loan Party; (b) deliver, or caused to Agent evidencebe delivered, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement within thirty (as defined in the Purchase Agreement30) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of after the Closing Date (or such later date as agreed to by the Agent may agree in its sole but reasonable discretion), the Borrowers shall deliver insurance endorsements as required pursuant to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. Section 6.2; (c) Within 30 use commercially reasonable efforts to deliver, or cause to be delivered, to Agent, within thirty (30) days of after the Closing Date (or such later date as agreed to by the Agent may agree in its sole but reasonable discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth landlord consents for its (i) chief executive office or its principal place of business and (ii) offices or business locations, including warehouses, containing in Section 8.6.2(a). excess of Five Hundred Thousand Dollars ($500,000) of any Loan Party’s assets or property; (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned deliver, or cause to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject be delivered, to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing officeAgent, within 30 thirty (30) days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent may agree in its sole but reasonable discretion), enter into Deposit Account Control Agreements with respect to duly executed bailee agreements for any Deposit Accounts pursuant to bailee location holding a portion of any Loan Party’s assets or property valued, individually or in the requirements aggregate, in excess of Section 8.5. Five Hundred Thousand Dollars (f$500,000); (e) Within 60 within ten (10) days of after the Closing Date (or such later date as agreed to by the Agent may agree in its sole but reasonable discretion), Borrowers shall use commercially all certificates of insurance and copies of each insurance policy and endorsements required hereunder; and (f) within fifteen (15) Business Days after the Closing Date (or such later date as Agent may agree in its sole but reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that discretion), (i) holds Inventory the certificates representing the Equity Interests required to be pledged pursuant to the Pledge Agreement, together with an undated stock power or Equipment similar instrument of an aggregate value transfer for each such certificate endorsed in excess blank by a duly authorized officer of $1,000,000 or is the principal location of a Borrower’s books and recordspledgor thereof, and (ii) for which each material debt instrument (if any) endorsed (without recourse) in blank (or accompanied by an transfer form endorsed in blank) by the Borrowers do not inform pledgor thereof required to be pledged to Agent under the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DatePledge Agreement.

Post-Closing Obligations. (a) Within 5 Business Days Substantially simultaneously with the consummation of the Closing Date Acquisition (or such later date as agreed to by but in any event on the Agent in its sole discretionsame day that the Acquisition is consummated), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers Borrower shall deliver to the Administrative Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as a certificate of a Responsible Officer of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower certifying that (i) holds Inventory the Acquisition shall be or Equipment shall have been consummated in all material respects in accordance with the terms of an aggregate value the Acquisition Agreement as in excess effect on November 23, 2015 (without giving effect to any amendments, consents or waivers that are material and adverse to the Lenders (as reasonably determined by the Lenders) without the prior consent of $1,000,000 the Arranger (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood that (a) any reduction in the purchase price of, or consideration for, the Acquisition is not material and adverse to the principal location interests of a Borrower’s books the Lenders and records(b) any amendment to the definition of “Material Adverse Change” or “Material Adverse Effect” in such Acquisition Agreement is material and adverse to the interests of the Lenders) (the conditions set forth in this clause (i), the “Acquisition Conditions”) and (ii) for which the Borrowers do representations and warranties made by or with respect to the Acquired Business in the Acquisition Agreement that are material to the interests of the Lenders shall be true and correct as of such time, but only to the extent that Borrower or any Affiliate of Borrower has the right to terminate its obligations under the Acquisition Agreement, or decline to consummate the Acquisition pursuant to Section 7.1(a)(ii) of the Acquisition Agreement, in each case as a result of a breach of such representations and warranties. It is understood and agreed that, notwithstanding anything contained in the Loan Documents, Borrower shall not inform permit the Agent promptly after Acquisition to be consummated unless the Closing Date conditions set forth in clauses (i) and (ii) of their intention to vacate such location within six months after the Closing Datethis Section 6.13 shall have been satisfied.

Post-Closing Obligations. (a) Within 5 Business Days The Company hereby covenants in favor of the Closing Collateral Agent, for the benefit of the Holders of the Notes, to deliver the following to the Collateral Agent within 90 days from the Issue Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeor, in each case, to after the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors Company’s use of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Collateral Agent within such 90-day period, such later date as either (i) agreed by the First Lien Agent for the delivery of the corresponding instrument, document or opinion under the Senior Credit Facility or (ii) may otherwise be necessary to ensure delivery after the use of commercially reasonable efforts), in each case in form and content satisfactory to the Collateral Agent: (a) to deliver to the Collateral Agent a Lien Waiver (which may be jointly valid and enforceable second ranking Deed of Hypothec in favor of the Agent Collateral Agent, as hypothecary representative, over all Additional Québec Properties (as such term is defined below), opposable to third parties and free and clear of any Liens other than Permitted Liens (the “Additional Hypothec”), provided, without limitation to the generality of the foregoing, that: (1) the description of each Additional Québec Property that is a mining right shall include a current cadastral description or technical description, complying with the requirements of Articles 3036 and 3037 of the Civil Code of Québec, describing the place where such mining right is currently exercised in accordance with Article 3040 of the Civil Code of Québec, prepared or certified, as appropriate, by a qualified professional (a notary or a surveyor), so that a land file can be properly opened in respect of such mining right and that the relevant correspondences may be entered in the land register in accordance with Article 3040 of the Civil Code of Québec; (2) in the event that the preparation of the cadastral or technical descriptions or the title work described in (1) above reveal that corrections need to be made to the description of the mining rights, to existing land files in respect of such mining rights or other immovable properties described in Schedule A to the Deed of Hypothec executed by the Canadian Guarantors on or about the Issue Date (the “Original Hypothec”) (other than the Additional Québec Properties), the Company and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment Canadian Guarantors shall attend to such corrections and the granting of an aggregate value additional new Deed of Hypothec as may be necessary to create a valid and enforceable hypothec on such mining right or immovable properties, opposable to third parties and free and clear of any Liens other than Permitted Liens; and (3) the Company shall provide evidence of the opening of the land files, corrections and registrations made in excess furtherance of $1,000,000 or is the principal location foregoing. For greater certainty however, the Company shall not be required to provide a copy of a Borrower’s books and records, and (ii) for each individual index of immovable which may be comprised within the Borrowers do not inform the Agent promptly after the Closing Date cadastral description of their intention to vacate such location within six months after the Closing Dateeach mining right.

Post-Closing Obligations. (a) Within 5 ten (10) Business Days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver have delivered (i) an original Intercompany Note, duly executed by the Credit Parties and their Subsidiaries, and (ii) in connection with the pledge of the Equity Interests owned by each Credit Party, an original stock certificate representing such pledged Equity Interests (to Agent evidencethe extent such Equity Interests are certificated), together with customary blank stock or unit transfer powers and irrevocable powers duly executed in form and substance satisfactory blank (and, to Agentthe extent any original stock or unit certificate previously issued to any Credit Party cannot be located, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officea lost stock or unit affidavit with respect to such stock or unit certificate). (b) Within 15 forty-five (45) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver use commercially reasonable efforts to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. obtain a Landlord Waiver and Personal Property Collateral Access Agreement with respect to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agenteach Material Leasehold Property. (c) Within 30 forty-five (45) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), the Borrowers Credit Parties shall deliver have obtained endorsements with respect to their insurance policies naming the Collateral Agent, for the benefit of Secured Parties, as additional insured and loss payee thereunder to the Agent insurance endorsements satisfying the requirements set forth in extent required under Section 8.6.2(a)5.5. (d) Promptly Within sixty (60) days following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed the Requisite Lenders shall approve), the Credit Parties shall have delivered a Control Agreement in respect of each Deposit Account, Securities Account and Commodity Account set forth on Annex 5 to the Security Agreement (other than Excluded Accounts), duly executed by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5applicable Credit Party and applicable financial institution. (fe) Within 60 ninety (90) days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequisite Lenders shall approve), Borrowers the Credit Parties shall use commercially reasonable efforts to deliver have delivered (i) releases in respect of security agreements filed by Third Parties against Intellectual Property of Holdings or any of its Subsidiaries, (ii) a revised schedule to the Agent a Lien Waiver Copyrights Security Agreement (which may be jointly as defined in the Security Agreement) in form and detail suitable for filing in the United States Copyright Office and (iii) Intellectual Property Security Agreements (or their equivalent in any foreign jurisdiction) in favor of the Collateral Agent, duly executed by the applicable Credit Party, in respect of Intellectual Property of Holdings and any of its Subsidiaries registered in China or any other foreign jurisdiction that is a Material Jurisdiction. (f) Within sixty (60) days of the Amendment No. 1 Effective Date (or such later date as agreed by the Requisite Lenders), the Foreign Credit Parties shall have delivered to the Administrative Agent and the Revolving Loan AgentRequisite Lenders the documents set forth on Schedule 5.14, duly executed by each of the applicable Foreign Credit Parties party thereto. (g) for each location leased from a non-The Borrower that (i) holds Inventory or Equipment of an aggregate value shall have paid to the Administrative Agent and the applicable Lenders the fees and expenses set forth in excess of $1,000,000 or is the principal location of a Borrower’s books and recordsAmendment No. 2 Fee Letter, and (ii) for which within the Borrowers do not inform timeframes set forth in the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateAmendment No. 2 Fee Letter.

Post-Closing Obligations. (a) Within 5 Business Days of Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that the Borrower shall deliver, or cause one or more Guarantors to deliver to the Administrative Agent the following items within 15 days after the Closing Date (as such date may be extended by an additional 15 days (with respect to a given action or actions) at the reasonable discretion of the Administrative Agent): (a) fully executed counterparts of any Mortgages not yet delivered (in sufficient counterparts for the prompt recordation in each jurisdiction in which the Mortgaged Property subject to such later date as agreed Mortgage is located) and to the extent requested by the Agent Administrative Agent, corresponding UCC fixture filings or as-extracted collateral filings (or, if UCC fixture filings and as-extracted collateral filings are not available in its sole discretionthe applicable jurisdiction, equivalent filings as available in such jurisdiction), the Borrowers and any similar filings as shall deliver to Agent evidencebe required by local law, in form and substance reasonably satisfactory to the Administrative Agent, that the Trademark Assignment Agreement which Mortgages, UCC fixture filings or as-extracted collateral filings (as defined or, in the Purchase Agreementcase of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) and or other similar filings shall cover each Mortgaged Property, together with evidence reasonably satisfactory to the Patent Assignment Agreement Administrative Agent that such Mortgages, UCC fixture filings or as-extracted collateral filings (as defined or, in the Purchase Agreementcase of UCC fixture filings and as-extracted collateral filings, any other equivalent filings, as available in each applicable jurisdiction) or similar filings have been filed and recorded delivered to the United States Patent and Trademark Office.Persons responsible for recording or filing, as applicable, of such Mortgages, UCC fixture filings, as-extracted collateral filings, equivalent filings or similar filings, as the case may be; (b) Within 15 days of title information and lien searches with respect to the Closing Date (or such later date Mortgaged Properties, as agreed to requested by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Administrative Agent.; (c) Within 30 days legal opinions addressed to the Lender Parties from (1) local counsel, covering, without limitation, the enforceability of each Mortgage under the laws of the Closing Date (or jurisdiction in which the Mortgaged Property subject to such later date as agreed to by the Agent in its sole discretion)Mortgage is located, the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment creation of all material foreign Trademarks and Patents assigned to US Footwear valid mortgage Liens on such Mortgaged Property under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days laws of the reasonable request by Agent (or such later date as agreed to by jurisdiction in which the Agent in its sole discretion), Obligors will (to the extent applicable Mortgaged Property subject to such jurisdiction) sign Mortgage is located and deliver to Agent an Intellectual Property Security Agreement other matters customarily addressed in legal opinions of local counsel with respect to such Intellectual Property the Mortgages, and commence (2) outside counsel to the process Borrower of national standing, covering, without limitation, the due authorization, execution and use commercially reasonable efforts delivery of the Mortgages with respect to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing officeDelaware and Texas laws, in each case, in form and substance substantially equivalent to the extent Agentopinions previously delivered to the Administrative Agent pursuant to Section 4.1; and (d) any deposit account control agreements required to perfect the Liens in the deposit accounts of the Loan Parties, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs each case in form and substance reasonably satisfactory to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Administrative Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateBackstop Lender.

Post-Closing Obligations. (a) Within 5 Business Days With respect to the properties set forth in Item 5.1.11(b)(iii) of the Closing Date Disclosure Schedule, each of which is leased by an Obligor (or each such later date as agreed to by the Agent in its sole discretionproperty, a "Consent Required Leased Property"), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers Borrower shall use commercially reasonable efforts to record obtain a landlord's lien waiver and consent to mortgage ("Lien Waiver and Consent"), duly executed by the assignment landlord of such Consent Required Leased Property and the applicable Obligor, in form and substance reasonably acceptable to the Administrative Agent, within 90 days following the Closing Date (the "Due Date"); provided that the failure to obtain any Lien Waiver and Consent shall not constitute a Default or Event of Default. Upon the Borrower's receipt of each fully executed Lien Waiver and Consent, the Borrower shall promptly deliver a copy thereof to the Collateral Trustee, and within 30 days (or such later date or dates as determined by the Administrative Agent in its reasonable discretion) following the date of such receipt, the Borrower shall deliver to the Collateral Trustee (i) an executed counterpart of a Mortgage, dated as of the date of the Lien Waiver and Consent, encumbering the Consent Required Leased Property which is the subject of the Lien Waiver and Consent; (ii) evidence of the completion (or satisfactory arrangements for the completion) of all material foreign Trademarks recordings and Patents assigned filings of such Mortgage as may be necessary or, in the reasonable opinion of the Administrative Agent or Collateral Trustee, desirable effectively to US Footwear under create a valid, perfected first priority Lien, subject to Permitted Liens, against the Trademark Assignment Agreement Consent Required Leased Property purported to be covered thereby; (iii) evidence of the payment of (or satisfactory arrangements for the payment of) all Title Policy premiums, search and examination charges and related charges, mortgage recording taxes, fees, costs and expenses of filing of each such Mortgage as may be necessary, in the reasonable opinion of the Administrative Agent, to create a valid, perfected first priority Lien against the Consent Required Leased Property identified in such Mortgage, subject only to Permitted Liens; (iv) a Title Policy with respect to each such Mortgage; (v) with respect to each such Mortgage, such UCC financing statements as may be necessary to perfect the Lien of the Collateral Trustee, for the benefit of the Secured Parties (as defined in the Purchase Collateral Trust Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is on the record owner fixtures granted in a foreign filing office, within 30 days such Mortgage; (vi) opinions of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (counsel to the extent applicable Obligors in each jurisdiction where any such Consent Required Leased Property is located, in each case in form and substance, and from counsel, reasonably satisfactory to such jurisdictionthe Administrative Agent; (vii) sign and deliver to Agent an Intellectual Property Security Agreement a Survey with respect to each such Intellectual Property and commence Consent Required Leased Property; and (viii) such other affidavits, certificates, approvals, opinions or documents as the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the LendersAdministrative Agent may reasonably request. (eb) Within 60 days With respect to the Mortgaged Properties set forth in Item 5.1.11(b)(iii) of the Closing Date Disclosure Schedule, each of which is leased by an Obligor (or each such later date as agreed to by the Agent in its sole discretionproperty, a "Free Leased Property"), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers Borrower shall use commercially reasonable efforts to deliver to the Agent obtain a Lien Waiver (which and Consent, duly executed by the landlord of such Free Leased Property and the applicable Obligor, in form and substance reasonably acceptable to the Administrative Agent by the Due Date; provided that the failure to obtain any Lien Waiver and Consent shall not constitute a Default or Event of Default; provided further that, if the Borrower shall be unable to obtain a Lien Waiver and Consent with respect to a Free Leased Property by the Due Date, then, such Due Date with respect to such Free Leased Property may be jointly extended by the Administrative Agent to a later date in favor of the Agent its reasonable discretion. (c) It is acknowledged and the Revolving Loan Agent) for each location leased from a non-Borrower agreed that (i) holds Inventory or Equipment with respect to the Lake City, Florida site identified in Item 5.1.11(b)(iii) of an aggregate value the Disclosure Schedule, the Borrower has used its commercially reasonable efforts in excess compliance with this Section to obtain a Lien Waiver and Consent and delivery of $1,000,000 or is the principal location of a Borrower’s books such Lien Waiver and records, Consent and other related deliverables pursuant to clauses (a)(i) through (viii) above shall not be required; (ii) with respect to the Sangerfield, New York and Woodland, California sites identified in Item 5.1.11(b)(iii) of the Disclosure Schedule, the Borrower has satisfied the requirements of this Section; and (iii) with respect to each of the Corona, California and Bartow, Florida sites identified in Item 5.1.11(b)(iii) of the Disclosure Schedule, (A) the Borrower has satisfied the requirements of this Section and (B) the Title Policy insurance coverage amounts shall be limited to $500,000 for which each such site and the Borrowers do amount secured by the Mortgage encumbering the Bartow, Florida site shall not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Dateexceed $500,000.

Post-Closing Obligations. (a) Within 5 Business Days The Credit Parties shall, (i) in a manner satisfactory to Agent, cooperate with and assist Agent, Lender and their respective attorneys, officers, employees, representatives, consultants and agents (each, a “Reviewing Party”) in connection with any Reviewing Party’s regulatory review and due diligence of the Credit Parties’ Program in each state or foreign jurisdiction in which any Credit Party originates or purchases Receivables (including participation interests therein), (ii) review and consider in good faith any issues raised by, or comments, recommendations or guidance from, any Reviewing Party with respect to any such lending program (such issues, comments, recommendations and guidance, collectively, the “Diligence Issues”) and (iii) within ninety (90) days (or such longer period as may be agreed to by Agent in its sole discretion) of any Credit Party’s receipt of written notice of any Diligence Issues from a Reviewing Party, resolve or address any such Diligence Issues, in each case, in a manner satisfactory to Agent; (b) The Credit Parties shall deliver, or cause to be delivered to Agent, within twenty (20) days after the Closing Date (or such later date as agreed shall be acceptable to by the Agent in its sole discretion), deposit account control agreements executed by the Borrowers shall deliver to Agent evidenceapplicable Credit Party and each depository institution for which such Credit Party maintains deposit and other accounts, each in form and substance reasonably satisfactory to Agent in its sole discretion, covering all deposit accounts and other accounts maintained at such depository institution that are not currently subject to deposit account control agreements in favor of Agent; 15651.048 4835-8083-6858.11 53 (c) The Credit Parties shall deliver, or cause to be delivered to Agent, that the Trademark Assignment Agreement within thirty (as defined in the Purchase Agreement30) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of after the Closing Date (or such later date as agreed shall be acceptable to by the Agent in its sole discretion), the Borrowers shall deliver updated insurance certificates and updated insurance endorsements with respect to the applicable Credit Parties, in each case, in form and substance reasonably satisfactory to Agent an executed joinder from Honeywell Safety Products and evidencing the insurance policies and endorsements thereto required to be maintained in accordance with Section 6.11; and (Chuzhoud) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of Within ninety (90) days after the Closing Date, among the Obligors, the Subsidiaries of the Obligors Borrower shall appoint a Backup Servicer and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying enter into a Backup Servicing Agreement that satisfies the requirements set forth in Section 8.6.2(a)6.27. (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (a) Within 5 Business Days sixty (60) days of the Closing Amendment No. 2 Date (or such later date longer period as agreed to by the Agent may approve in its sole discretion), the Borrowers Loan Parties shall deliver or cause to Agent evidencebe delivered the following with respect to each property that constitutes Real Property Collateral (each a “Mortgaged Property”), in each case in form and substance reasonably acceptable to the Agent: (i) fully executed and notarized amendment to each Mortgage (the “Mortgage Amendments”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Mortgaged Property; (ii) an opinion of counsel (which counsel shall be satisfactory to the Agent) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgage Amendments to be recorded in such state and such other matters as the Agent may request; and (iii) (A) an endorsement to Agent’s existing Title Policy or, if required by the relevant title company, a new Title Policy with respect to each Mortgaged Property, in each case, in amounts not less than the fair market value of each Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein and insuring that the Trademark Assignment Agreement (as defined Agent continues to have a first-priority mortgage lien on each Mortgaged Property and, in the Purchase Agreementcase of any new Title Policy, together with such endorsements as the Agent shall require, and (B) evidence satisfactory to Agent that such Loan Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of such endorsement to each Title Policy (or new Title Policy, as applicable) and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Patent Assignment Agreement (as defined Mortgage Amendments for each Mortgaged Property in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officeappropriate real estate records. (b) Within 15 thirty (30) days of the Closing Amendment No. 2 Date (or such later date longer period as agreed to by the Agent may approve in its sole discretion), the Borrowers Loan Parties shall deliver or cause to be delivered an opinion of the Loan Parties’ Maryland counsel in form and substance satisfactory to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (a) Within 5 Business Days of The Collateral Agent shall have received not later than 10 days after the Closing Date (or such later date as agreed to unless extended by the Administrative Agent in its sole discretion), ) an endorsement to the Borrowers shall deliver to Agent evidence, general liability insurance certificate in form and substance reasonably satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officeit. (b) Within 15 The Collateral Agent shall have received not later than 60 days of after the Closing Date (or such later date as agreed to unless extended by the Administrative Agent in its sole discretion)): (i) a Mortgage encumbering each Mortgaged Property in favor of the Collateral Agent, for the Borrowers benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of each applicable political subdivision where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as shall deliver be required in connection with the recording or filing thereof to create a lien under applicable Requirements of Law, and such financing statements and any other instruments necessary to grant a mortgage lien under the laws of any applicable jurisdiction, all of which shall be in form and substance reasonably satisfactory to the Collateral Agent: (ii) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Transactions or as shall reasonably be deemed necessary by the Collateral Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as in order for the owner or holder of the Closing Date, among fee interest constituting such Mortgaged Property to grant the Obligors, Lien contemplated by the Subsidiaries of the Obligors and Agent.Morgage with respect to such Mortgaged Property; (ciii) Within 30 days with respect to each Mortgage, a policy of title insurance (or marked up title insurance commitment having the Closing Date effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid first mortgage Lien on the Mortgaged Property and fixtures described therein in the amount reasonably acceptable to the Collateral Agent, which policy (or such later date as agreed to marked-up commitment) (each, a “Title Policy”) shall (A) be issued by the Agent in its sole discretionTitle Company reasonably requested by the Collateral Agent, (B) to the extent necessary and available, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Collateral Agent, (C) 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), the Borrowers shall deliver (D) have been supplemented by such endorsements (or where such endorsements are not available, opinions of special counsel, architects or other professionals reasonably acceptable to the Collateral Agent) as shall be reasonably requested by the Collateral Agent insurance (including endorsements satisfying on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other than exceptions reasonably acceptable to the requirements set forth in Section 8.6.2(a).Collateral Agent; (div) Promptly following with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Closing DateTitle Company to issue the title policy/ies and endorsements contemplated above; (v) evidence reasonably acceptable to the Collateral Agent of payment by the Parent Borrower of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the Borrowers recording of the Mortgages and issuance of the title policies referred to above; (vi) with respect to each Mortgaged Property, copies of all leases in which the Parent Borrower or any Subsidiary holds the lessor’s interest or other agreements relating to possessory interests if any. To the extent any of the foregoing affect any Mortgaged Property, such agreements shall use (x) be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Property, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to the Collateral Agent, with respect to which the applicable Loan Party shall have used its commercially reasonable efforts to record the assignment of all material foreign Trademarks obtain and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreementy) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (shall otherwise be reasonably acceptable to the extent applicable to such jurisdictionCollateral Agent; (vii) sign and deliver to Agent an Intellectual Property Security Agreement Surveys with respect to such Intellectual Property and commence each Mortgaged Property; provided that, if the process of and use commercially reasonable efforts Parent Borrower is able to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, obtain a “no change” affidavit acceptable to the extent AgentTitle Company to enable it to issue a Title Policy removing all survey exceptions and issuing all survey related endorsements, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do then a new Survey shall not materially outweigh the benefits afforded to the Lenders.be requested; and (eviii) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to any Deposit Accounts pursuant to the requirements of Section 8.5each Mortgaged Property. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. The Company shall, and shall cause each of its Subsidiaries to, obtain and deliver to the Collateral Agent and counsel to the Collateral Agent the following: (a) Within 5 Business Days with respect to the Closing Date Mortgaged Real Property, (i) as soon as possible but in no event later than 75 days after the Closing Date, a Survey sufficient to cause the Title Company to issue access, contiguity, survey and so-called comprehensive endorsements to the title commitment and/or title policy covering the Closing Date Mortgaged Real Property (the "Cast-Roll Commitment") and (ii) as soon as possible but in no event later than 75 days after the Closing Date, a revised Cast-Roll Commitment which omits the survey and unrecorded easements exceptions contained therein, reflects any state of facts shown on such Survey and contains such access, contiguity, survey and comprehensive endorsements, and (b) with respect to each Satisfaction Date Mortgaged Real Property, (i) within 120 days after the Closing Date (or such but in no event later date as agreed to by than the Agent in its sole discretionSatisfaction Date), a Survey sufficient to cause the Borrowers shall deliver to Agent evidenceTitle Company to, in form and substance satisfactory to Agent, that on the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Satisfaction Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue marked title insurance commitments attached hereto as Exhibit XIX, (y) issue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements endorsements issued with respect to any Deposit Accounts pursuant to each such Satisfaction Date Mortgaged Real Property in connection with the requirements of Section 8.5. (f) Within 60 days offering of the Closing Date Existing Notes and (or z) to remove the survey and unrecorded easements exceptions from such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and recordsmarked commitments, and (ii) for which the Borrowers do not inform the Agent promptly within 60 days after the Closing Date (but in no event later than the Satisfaction Date), a zoning endorsement or letter from the appropriate Governmental Authority confirming that (x) such real property is in compliance with or (y) such Governmental Authority is not aware of their intention any noncompliance with the applicable current zoning regulations and (iii) a tie-in endorsement to vacate such location the Cast Roll Commitment aggregating the amount of title insurance with respect to the Closing Date Mortgaged Real Property and the Satisfaction Date Mortgaged Real Property, a form of which attached hereto as Exhibit XXI, together with a first loss endorsement to the Cast Roll Commitment, and (c) with respect to the Property formerly known as "Fuel Oil Storage Tank and Surrounding Areas" located in ▇▇▇▇▇ County, Massillon, Ohio, prior to or within six months 120 days after the Closing Date (but in no event later than the Satisfaction Date), the Company, as tenant, shall enter into a lease agreement with ▇▇▇▇▇▇ Steel Company, as landlord, which lease agreement shall (i) not prohibit the creation and existence of a leasehold mortgage lien on the tenants' interest thereunder and (ii) be recorded (or a memorandum thereof shall be recorded) in the appropriate local real estate records office.

Post-Closing Obligations. Notwithstanding any provision herein or in any other Loan Document to the contrary, to the extent not actually delivered on or prior to the Effective Date, the Borrowers shall, and shall cause each applicable Subsidiary to: (a) Within 5 Business Days cause each bank or financial institution at or with which Borrower or any Guarantors maintain Collateral Accounts (other than Excluded Accounts) to execute and deliver Control Agreements or other appropriate instruments with respect to such Collateral Accounts to perfect Collateral Agent’s Lien in such Collateral Account (held for the ratable benefit of the Closing Secured Parties) in accordance with the terms hereunder no later than thirty (30) days after the Effective Date (or such later date as agreed Collateral Agent may agree). The provisions of this Section 3.5(a) shall not apply to by the Agent in its sole discretion), the Borrowers shall deliver to Agent evidence, in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark OfficeExcluded Accounts. (b) Within 15 use commercially reasonable efforts to deliver to Collateral Agent a landlord’s consent executed in favor of Collateral Agent in respect of each of Borrower’s and each Loan Party’s leased locations maintains Collateral having a book value in excess of Two Million Five Hundred Thousand Dollars ($2,500,000.00), no later than ninety (90) days of after the Closing Effective Date (or such later date as agreed to by the Collateral Agent in its sole discretionmay agree), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.; and (c) Within 30 use commercially reasonable efforts to deliver a bailee waiver executed in favor of Collateral Agent in respect of each third party bailee where Borrower or any Loan Party maintains Collateral [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. having a book value in excess of Two Million Five Hundred Thousand Dollars ($2,500,000.00) no later than ninety (90) days of after the Closing Effective Date (or such later date as agreed Collateral Agent may agree, in each case); provided that this Section 3.5(c) shall not apply to any locations owned or controlled by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a)any contract research organization. (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts deliver to record the assignment Collateral Agent insurance endorsements reasonably satisfactory to Collateral Agent showing loss payable and/or additional insured clauses or endorsements in favor of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e)Collateral Agent, for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days ratable benefit of the reasonable request by Agent Secured Parties no later than sixty (or such later date as agreed to by 60) days after the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Effective Date (or such later date as agreed to by the Collateral Agent in its sole discretionmay agree), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. (ai) Within 5 Business Days of 45 days following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequired Lenders may approve), the Borrowers U.S. Bankruptcy Court shall deliver to Agent evidencehave entered an order, in form and substance satisfactory to Agentthe Administrative Agent and the Lenders, authorizing and approving, on a final basis, this Agreement, the other Loan Documents, the Commitment Letter and the Fee Letter and all of their respective provisions and the priorities and liens granted under Sections 364(c) (and solely with respect to the Catawba Acre Lien, Section 364(d)) of the U.S. Bankruptcy Code, and containing such other terms and conditions as are acceptable to the Required Lenders in their sole discretion (the "Final Order"), which order shall not have been vacated, reversed or stayed or, without the consent of the Required Lenders, modified or amended; provided, however, that any such modification or amendment that is adverse to an Initial Lender shall be subject to the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Officeconsent of such Initial Lender. (bii) The Borrowers shall be in compliance with the DIP Financing Orders and the Recognition Orders and each of the DIP Financing Orders and the Recognition Orders shall not have been reversed, modified, amended, stayed or vacated, in the case of any amendment or modification, without the prior written consent of the Required Lenders; provided, however, that any such modification or amendment that is adverse to an Initial Lender shall be subject to the consent of such Initial Lender. (iii) Within 15 45 days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequired Lenders may approve), the Borrowers Credit Parties shall deliver have executed and delivered any security agreements, pledge agreements and any other documents and agreements relating thereto reasonably requested by FFH, in each case, in form and substance reasonably acceptable to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and AgentFFH. (civ) Within 30 10 days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequired Lenders may approve), the Borrowers Collateral Agent shall deliver have received a certificate from the Borrowers' insurance broker or other evidence satisfactory to it that all insurance required to be maintained by the Credit Parties hereunder is in full force and effect, together with endorsements naming the Collateral Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a)as additional insured and loss payee thereunder. (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (ev) Within 60 45 days of following the Closing Date (or such later date as agreed to by the Agent in its sole discretionRequired Lenders may approve), enter into Deposit Account Control Agreements the Borrowers shall have appointed a Chief Restructuring Officer reasonably acceptable to the Required Lenders. (vi) The Credit Parties shall provide written notice to the Administrative Agent and FFH in reasonable detail within two Business Days of (A) any purchase offer that any Credit Party or a Subsidiary may receive with respect to any Deposit Accounts pursuant material asset (including with respect to the requirements Abitibi Entities), (B) any plan or proposal to sell or otherwise dispose of Section 8.5any material asset of the Credit Parties or their Material Subsidiaries (including with respect to the Abitibi Entities), and (C) any plan or proposal for the issuance of Debt or Equity Interests by any Credit Party or any Subsidiary thereof (excluding the Abitibi Entities), and, in each case, at the request of FFH, additional details with respect to any such offer, plan or proposal, to the extent not prohibited by confidentiality requirements. (fvii) Within 60 45 days following the Closing Date, obtain private debt ratings on the Obligations under the DIP Facility from M▇▇▇▇'▇ and Standard & Poor's. (viii) Within 10 days following the Closing Date, the Administrative Agent shall have received from each Secondary Guarantor duly executed counterparts of the closing documents described in Sections 3.01(a)(iii), (iv), (v) and (vi). (ix) Within 10 Business Days following the Closing Date, the Administrative Agent shall have received a complete and accurate list of (A) all Material Real Property owned by any Credit Party or any of its Subsidiaries, showing as of the date hereof the street address (if available), county or other relevant jurisdiction, state, record owner and book value thereof, (B) all leases of Material Real Property under which any Credit Party or any of its Subsidiaries is the lessee, showing as of the date hereof the street address, (if available) county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof and (C) all leases of Material Real Property under which any Credit Party is the lessor, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. (x) Within 45 days following the Closing Date, as such time period may be extended by the Administrative Agent and FFH in their sole discretion (provided, that if substantially all of the items described in this Section 5.01(I) are not delivered by the date that is 90 days after the Closing Date, any additional extensions shall be subject to the approval of the Required Lenders), the Borrower shall deliver deeds of trust, trust deeds, mortgages, leasehold mortgages and leasehold deeds of trust in form and substance reasonably satisfactory to the Administrative Agent and FFH (the "Mortgages") with respect to the properties requested by FFH after the date hereof, duly executed by the appropriate Credit Party, together with: (A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered on or before the date that is 45 days after the Closing Date (or such later date as agreed to approved by the Administrative Agent and FFH in its their sole discretion) and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid; (B) fully paid American Land Title Association Lender's Extended Coverage (or, with respect to properties located in Canada, a Canadian equivalent thereof reasonably acceptable to the Administrative Agent and FFH) title insurance policies (the "Mortgage Policies") in form and substance, with endorsements and in amount reasonably acceptable to the Administrative Agent and FFH, issued by Chicago Title or one or more other title insurers reasonably acceptable to the Administrative Agent and FFH, insuring the Mortgages to be valid and subsisting Liens on the real property described therein, free and clear of all defects (including, but not limited to, mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics' and materialmen's Liens) as the Administrative Agent may reasonably deem necessary or desirable, and a zoning report from Planning and Zoning Resources Corporation (or, with respect to properties located in Canada, a Canadian equivalent thereof reasonably acceptable to the Administrative Agent and FFH) satisfactory to Administrative Agent and FFH; (C) American Land Title Association/American Congress on Surveying and Mapping form surveys (or, with respect to properties located in Canada, a Canadian equivalent thereof reasonably acceptable to the Administrative Agent and FFH), for which necessary fees (where applicable) have been paid, dated no more than the date that is 45 days after the Closing Date or, solely in the case of the property located in C▇▇▇▇▇▇, Tennessee, 60 days after the Closing Date (or, in each case, such later date approved by the Administrative Agent and FFH in their sole discretion), Borrowers shall use commercially reasonable efforts to deliver certified to the Administrative Agent, the Collateral Agent and the issuer of the Mortgage Policies in a Lien Waiver manner satisfactory to the Administrative Agent and FFH by a land surveyor duly registered and licensed in the States in which the real property described in such surveys is located and acceptable to the Administrative Agent and FFH, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Administrative Agent and FFH; (D) evidence of the insurance required by the terms of the Mortgages; (E) favorable opinions of local counsel for the Credit Parties (x) in states or provinces in which such properties are located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance satisfactory to the Administrative Agent and FFH and (y) in states or provinces in which the Credit Parties party to the Mortgages are organized or formed, with respect to the valid existence, corporate power and authority of such Credit Parties in the granting of the Mortgages, in form and substance satisfactory to the Administrative Agent and FFH; and (F) such other consents, agreements and confirmations of lessors and third parties as the Administrative Agent and FFH may reasonably deem necessary or desirable and evidence that all other actions that the Administrative Agent and FFH may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in the Mortgages has been taken. (xi) Within 45 days following the Closing Date (or such later date as the Required Lenders may approve), the Credit Parties and their respective Subsidiaries shall have executed and delivered the Intercompany Subordination Agreement to the Administrative Agent. (xii) Within 5 Business Days following the Closing Date, as such time period may be jointly extended by the Administrative Agent and FFH in their sole discretion, each Credit Party located in the Province of Quebec or that has any real or personal property in the Province of Quebec shall deliver a duly executed hypothec agreement in favor of the Collateral Agent granting a hypothec in all of such Credit Party's property, assets and undertaking in the Province of Quebec in form and substance satisfactory to the Collateral Agent and shall take all other actions reasonably required by the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment Collateral Agent in connection with the registration of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Datehypothec agreement.

Post-Closing Obligations. (a) Within 5 Business Days of No later than thirty (30) days after the Amendment No. 3 Closing Date (or such later date as agreed to by the Agent may agree in its sole discretion), the Borrowers Loan Parties shall deliver have delivered duly executed counterparts, sufficient to Agent evidencebe recorded in the applicable real property records of any mortgaged property, of amendments, assignments or other modifications to the existing Mortgages in form and substance reasonably satisfactory to Agent, that the Trademark Assignment Agreement (as defined in Agent necessary to ratify and confirm the Purchase Agreement) liens of the existing mortgages and to evidence the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.assignment of Liens provided herein; (b) Within 15 No later than ten (10) days of after the Amendment No. 3 Closing Date (or such later date as agreed to by the Agent may agree in its it is sole discretion), the Borrowers Loan Parties shall deliver have delivered duly executed counterparts to assignments to any Intellectual Property Security Agreement to be recorded with the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as applicable division of the Closing Date, among United States Patent and Trademark Office necessary to evidence the Obligors, the Subsidiaries assignment of the Obligors and Agent.Liens provided herein; (c) Within 30 No later than ninety (90) days of after the Amendment No. 3 Closing Date (or such later date as agreed to by the Agent may agree in its sole discretion), the Borrowers shall deliver with respect to the real property owned by Roadmaster Equipment Leasing, Inc. and listed on Schedule 1.01(c) hereto, the Agent shall have received a Mortgage and any necessary UCC fixture filing in respect thereof, in each case together with, to the extent customary and appropriate (as reasonably determined by the Agent and the Borrower): (i) evidence that (A) counterparts of such Mortgage have been duly executed, acknowledged and delivered and such Mortgage and any corresponding UCC or equivalent fixture filing are in form suitable for filing or recording in all filing or recording offices that the Agent may deem reasonably necessary in order to create a valid and subsisting Lien on such property in favor of the Agent for the benefit of the Secured Parties, (B) such Mortgage and any corresponding UCC or equivalent fixture filings have been duly recorded or filed, as applicable, and (C) all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Agent; (ii) a customary legal opinion of local counsel for the relevant Loan Party in the jurisdiction in which such property is located as the Agent may reasonably request; (iii) upon request of the Agent, an environmental assessments in form and scope reasonably satisfactory to the Agent; (iv) a “Life-of-Loan” flood certifications and any required borrower notices under Regulation H (together with evidence of federal flood insurance endorsements satisfying for any such Flood Hazard Property located in a flood hazard area); and (v) a survey and an appraisal (if an appraisal is required under the requirements set forth Financial Institutions Reform Recovery and Enforcement Act of 1989, as amended, as determined by the Agent in Section 8.6.2(aits reasonable discretion); provided that the Agent may in its reasonable discretion accept any existing appraisal so long as such existing appraisal satisfies any applicable legal requirements. (d) Promptly following No later than one-hundred and eighty (180) days after the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectivelyAmendment No. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the 3 Closing Date (or such later date as agreed to by the Agent agrees in its sole discretion), enter into Deposit Account Control Agreements with respect each Loan Party shall take all actions necessary in order to perfect the security interest of the Secured Parties in any Deposit Accounts such Titled Equipment (as defined in the Security Agreement) owned by a Loan Party on the Amendment No. 3 Closing Date pursuant to the requirements terms of the Security Agreement and subject to the limitation set forth therein, including (i) cause to be delivered to the applicable Governmental Authority a duly completed application, pay any applicable fees and take any other actions necessary in order to cause the certificate of title for such Titled Equipment at all times to be registered with the applicable Governmental Authority showing “JPMorgan Chase Bank, N.A., as Agent” as first lienholder thereon in the manner prescribed in the applicable jurisdiction (and JPMorgan Chase Bank, N.A., as Agent in such capacity shall be the only first lienholder so registered), (ii) if necessary to perfect in any jurisdiction, cause the Lien of Agent to be identified on a notice of lien or other filing made in the appropriate filing office in the applicable jurisdiction and pay all applicable fees in connection therewith, (iii) provide Agent evidence reasonably satisfactory to it of the taking of the actions referred to in the preceding clauses (i) and (ii), (iv) execute all documentation reasonably required to cause the registrations and filings necessary to perfect the security interest of the Secured Parties in any Collateral consisting of Titled Equipment in accordance with Section 8.5.4.07 of the Security Agreement and (v) deliver the certificates of title for such Titled Equipment to Agent. Promptly following the receipt by any Loan Party of any document evidencing official notification from the applicable Governmental Authority of the perfection of the security interest in any Titled Equipment (and in any event within five (5) Business Days thereof), such Loan Party shall deliver such notification to Agent; and (fe) Within 60 No later than the date that is sixty (60) days of after the Amendment No. 3 Closing Date (or such later date as agreed to by the Agent may agree in its sole reasonable discretion), Borrowers the Loan Parties shall use commercially reasonable efforts to deliver insurance policies or endorsements to the Agent a Lien Waiver (which may be jointly Agent, in favor each case, evidencing the Loan Parties’ compliance with Section 5.05 of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateCredit Agreement.

Post-Closing Obligations. (a) Within 5 Business Days Institute Borrower shall provide to Administrative Agent evidence reasonably satisfactory to Administrative Agent that all immediate repairs with a repair cost of $5,000 or more specified in Section 1.1 of the Closing Date Institute Property Condition Report (the “Required Institute Repairs”) have been completed (if and to the extent required, as set forth hereinbelow) (i) in the case of Items I-21 and I-22 specified in Section 1.1 of the Institute Property Condition Report, within six (6) months after the date hereof, as such date shall be extended (A) on a day-by-basis, for Force Majeure Delays, if applicable, or (B) with the prior approval of Administrative Agent, which approval shall not be unreasonably withheld, and (ii) with respect to all other Required Institute Repairs, within twelve (12) months after the date hereof, as such date shall be extended, on a day-by-basis, for Force Majeure Delays, if applicable. In the event that Institute Borrower fails to satisfy the requirements of this Section 4.14(a) with respect to any Required Institute Repair(s), such failure shall not constitute a Default under this Agreement but, until Institute Borrower satisfies the requirements of this Section 4.14(a) with respect to all Required Institute Repairs, Administrative Agent shall require a holdback (the “Institute Repair Holdback”) against the Availability Amount in an amount equal to the aggregate estimated repair costs set forth in Section 1.1 of the Institute Property Condition Report applicable to each Required Institute Repair with respect to which Institute Borrower has not then satisfied its obligations under this Section 4.14(a). Notwithstanding the foregoing, in the event that Borrower delivers to Administrative Agent an updated property condition report with respect to the Institute Property (or such later other evidence reasonably acceptable to Administrative Agent) asserting that that any Required Institute Repair is not necessary in order to satisfy the requirements of Section 4.3 of the Institute Mortgage (which report (or other evidence reasonably acceptable to Administrative Agent) must be received by Agent at least thirty (30) days prior to the date as agreed on which the applicable Required Institute Repair is required to by the Agent in its sole discretionbe completed pursuant this Section 4.14(a)), the Borrowers shall deliver to Agent evidencethen, upon written confirmation in form and substance satisfactory detail reasonably acceptable to Administrative Agent by a construction consultant engaged by Administrative Agent, at Borrower’s sole expense, after such construction consultant’s inspection of the Institute Property, that such Required Institute Repair is not necessary to satisfy the Trademark Assignment Agreement (as defined requirements of Section 4.3 of the Institute Mortgage, then, without limitation of Borrower’s obligations under Section 4.3 of the Institute Mortgage, Borrower’s obligation under this Section 4.14(a) to complete such Required Institute Repair shall be, notwithstanding anything stated to the contrary in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark OfficeSection 10.02 below, deemed waived. (b) Within 15 ninety (90) days of after the Closing Date (date hereof or such later date longer period of time as agreed to by the Administrative Agent in its sole discretionmay approve (which approval shall not be unreasonably withheld, conditioned or delayed), the Borrowers Institute Borrower shall deliver to the Agent implement an executed joinder from Honeywell Safety Products asbestos operations and maintenance plan (Chuzhouan “O&M Plan”) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent. (c) Within 30 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a engaging Institute Borrower’s books and records, and (ii) for which the Borrowers do not inform the own asbestos consultant at Institute Borrower’s expense to develop an appropriate site-specific O&M Plan. Any such consultant retained by Institute Borrower must be reasonably satisfactory to Administrative Agent. Administrative Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.acknowledges that Ramboll Environ US Corporation is a satisfactory

Post-Closing Obligations. (a) Within 5 Business Days The Loan Parties must satisfy the following condition subsequent within the timelines set out below in respect to of each Aircraft in respect of which the Country of Registration is Australia: (i) evidence and assurances satisfactory to Collateral Agent that the registration of the Closing Date Aircraft with the Aviation Authority has been completed within forty five (45) days after the date of this Loan Agreement, including the provision of the relevant certificate of registration and certificate of airworthiness from the relevant Aviation Authority; (ii) promptly after the date of this Loan Agreement, but no later than forty five (45) days after such date, evidence satisfactory to the Collateral Agent that the Maintenance Program has been approved by the applicable Aviation Authority and complies with all requirements of the Aviation Authority and the respective Manufacturer requirements which are applicable to each Aircraft; (iii) evidence of the affixing of nameplates (to be provided by and at the Loan Parties’ sole cost and expense) in a prominent position in the cockpit or cabin of each Aircraft, provided nameplate must meet regulatory requirements to be installed on the aircraft and not in a position that would distract employees or customers, within forty five (45) days of the date of this Loan Agreement stating as follows (or such later date other similar language as agreed to requested by the Agent in its sole discretionCollateral Agent): “THIS AIRCRAFT IS OWNED BY [OWNER] (“OWNER”), the Borrowers shall deliver to Agent evidenceIS LEASED TO [DISCLOSED SUBLESSEE], in form and substance satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office.IS MORTGAGED TO BLUE TORCH FINANCE LLC AND SHALL NOT BE SUBLEASED OR OPERATED WITHOUT THE PRIOR WRITTEN CONSENT OF BLUE TORCH FINANCE LLC” (b) Within 15 days The Loan Parties shall use commercially reasonable efforts to, promptly after the date of this Loan Agreement, cause the release of all Liens, other than Liens in favor of the Closing Date (or Collateral Agent, in respect of the Specified Engines. Upon confirmation of release of all such later date as agreed to by Liens in respect of the Agent in its sole discretion)Specified Engines, the Borrowers Collateral Agent shall deliver to within a reasonable period of time, at the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as expense of the Closing DateLoan Parties, among the Obligors, the Subsidiaries cause all Liens in respect of the Obligors and AgentAircraft with Registration Number N753P (S/N 760726) in favor of the Collateral Agent to be released. (c) Within 30 The Loan Parties shall, promptly after the date of this Loan Agreement, but no later than sixty (60) days of the Closing Date (or after such later date as agreed to by the Agent in its sole discretion)date, the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (provide to the extent applicable to such jurisdiction) sign and deliver to Administrative Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence bills of sale evidencing the process Loan Parties’ acquisition of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is each Airframe set forth on the principal location of a Borrower’s books and records, Aircraft Collateral Schedule and (ii) for which each Engine set forth on the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing DateAircraft Collateral Schedule.

Post-Closing Obligations. Notwithstanding any provision herein or in any other Loan Document to the contrary, to the extent not actually delivered on or prior to the Effective Date, Holdings shall, and shall cause each applicable Subsidiary to: (a) Within 5 Business Days deliver to the Administrative Agent and Lenders evidence satisfactory to the Lenders that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements in favor of Collateral Agent, for the ratable benefit of the Closing Secured Parties, no later than thirty (30) days after the Effective Date (or such later date as agreed to by the Agent in its sole discretionRequired Lenders may agree), the Borrowers shall ; (b) deliver to Collateral Agent evidenceand the Lenders a landlord’s consent (or appropriate documentation based on the location, in each case in form and substance reasonably satisfactory to Agent, that the Trademark Assignment Agreement (as defined in the Purchase Agreement) Collateral Agent and the Patent Assignment Agreement Required Lenders) executed in favor of Collateral Agent in respect of all of Holdings’ and each Subsidiaries’ U.S. leased locations where the Collateral held at such location is valued (as defined based on book value) in excess of Five Hundred Thousand Dollars ($500,000.00) no later than thirty (30) days after the Purchase Agreement) have been filed and recorded the United States Patent and Trademark Office. (b) Within 15 days of the Closing Effective Date (or such later date as agreed to by the Agent in its sole discretionRequired Lenders may agree), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.; (c) Within 30 deliver to Collateral Agent and the Lenders (i) duly executed Control Agreements with respect to any Collateral Accounts maintained by Holdings or any of its Subsidiaries, and (ii) evidence satisfactory to the Lenders that the value in the Securities Account with UBS located in Switzerland does not exceed Five Hundred Thousand Dollars ($500,000.00), in each case, no later than thirty (30) days of after the Closing Effective Date (or such later date as agreed to by the Agent in its sole discretionRequired Lenders may agree), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a).; (d) Promptly following no later than fourteen (14) days after the Closing Date, the Borrowers shall Effective Date use commercially reasonable best efforts to record deliver to Collateral Agent and the assignment Lenders evidence satisfactory to the Lenders that Bank Leumi le-Israel B.M (“Bank Leumi”) has consented to the creation of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined a perfected floating charge over account number 763900/88 maintained at branch number 864 of Bank Leumi in the Purchase Agreement) and name of Holdings (the Patent Assignment Agreement (as defined “Leumi Account”); provided that until such evidence has been delivered the amount in the Purchase AgreementLeumi Account does not exceed Five Million Dollars ($5,000,000) respectively. Subject to in the aggregate at any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agent, in its Permitted Discretion after consultation with Borrower Agent, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders.time; and (e) Within 60 days of no later than one (1) Business Day after the Closing Effective Date (or such later date as agreed to by the Agent in its sole discretion), enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (fRequired Lenders may agree) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Collateral Agent a Lien Waiver (which may be jointly in favor original stock certificates and stock powers of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and records, and (ii) for which the Borrowers do not inform the Agent promptly after the Closing Date of their intention to vacate such location within six months after the Closing Date.

Post-Closing Obligations. Within sixty (a60) Within 5 Business Days days of the 2014 Euro Term Loan Closing Date (or such later date longer period as agreed to by the Administrative Agent may agree in its sole discretion), the Borrowers Administrative Agent shall deliver have received: (a) a fully executed counterpart of an amendment to Agent evidenceeach Existing Mortgage (individually, in form and substance satisfactory to Agenta “Mortgage Amendment” and, collectively, “Mortgage Amendments”; together with the Existing Mortgages, as amended by the applicable Mortgage Amendments, if any, individually, an “Amended Mortgage” and, collectively, “Amended Mortgages”), each duly executed by the applicable U.S. Loan Party, together with evidence that the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) such counterparts have been filed and recorded delivered to the United States Patent and Trademark Office.title insurance company insuring the Amended Mortgages for recording; (b) Within 15 days a date down and modification endorsement or an ALTA 11 endorsement in connection with each existing lender’s title insurance policy insuring each Existing Mortgage or to the extent unavailable, a new lender’s title insurance policy, insuring that each Amended Mortgage is a valid and enforceable Lien on the applicable Mortgaged Property, free of any other Liens except Liens permitted by Section 6.02 of the Closing Date (Credit Agreement or such later date as agreed to Liens arising by operation of law, at the Agent in its sole discretion), the Borrowers shall deliver to the Agent an executed joinder from Honeywell Safety Products (Chuzhou) Co. Ltd. to that certain Intercompany Subordination Agreement, dated as time of the Closing Date, among the Obligors, the Subsidiaries of the Obligors and Agent.recordation thereof; and (c) Within 30 days such affidavits, certificates, information and instruments of the Closing Date (or such later date as agreed to indemnification, including, without limitation, memoranda of intercreditor agreement executed by the Administrative Agent in its sole discretion), the Borrowers shall deliver to the Agent insurance endorsements satisfying the requirements set forth in Section 8.6.2(a). (d) Promptly following the Closing Date, the Borrowers shall use commercially reasonable efforts to record the assignment of all material foreign Trademarks and Patents assigned to US Footwear under the Trademark Assignment Agreement (as defined in the Purchase Agreement) and the Patent Assignment Agreement (as defined in the Purchase Agreement) respectively. Subject to any Asset Disposition permitted under Section 10.2.6(e), for any Intellectual Property for which an Obligor is the record owner in a foreign filing office, within 30 days of the reasonable request by Agent (or such later date as agreed to by the Agent in its sole discretion), Obligors will (to the extent applicable to such jurisdiction) sign and deliver to Agent an Intellectual Property Security Agreement with respect to such Intellectual Property and commence the process of and use commercially reasonable efforts to pursue the recording of ABL Administrative Agent's Lien on such recordable Intellectual Property in such foreign filing office, in each case, to the extent Agentrequired to induce the title company to issue the endorsements and/or title insurance policies contemplated in subparagraph (b) above and evidence of payment of all applicable title insurance premiums, in its Permitted Discretion after consultation with Borrower Agentsearch and examination charges, determines that the costs to the Obligors of doing so do not materially outweigh the benefits afforded to the Lenders. (e) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion)mortgage recording taxes, enter into Deposit Account Control Agreements with respect to any Deposit Accounts pursuant to the requirements of Section 8.5. (f) Within 60 days of the Closing Date (or such later date as agreed to by the Agent in its sole discretion), Borrowers shall use commercially reasonable efforts to deliver to the Agent a Lien Waiver (which may be jointly in favor of the Agent and the Revolving Loan Agent) for each location leased from a non-Borrower that (i) holds Inventory or Equipment of an aggregate value in excess of $1,000,000 or is the principal location of a Borrower’s books and recordsif applicable, and (ii) related charges required for which the Borrowers do not inform the Agent promptly after the Closing Date issuance of their intention to vacate such location within six months after the Closing Dateendorsements and/or title insurance policies.